Title of each class
|
Name of exchange on which registered
|
ORDINARY SHARES, PAR VALUE €0.06 EACH
|
NASDAQ GLOBAL SELECT MARKET
|
U.S. GAAP X | International Financial Reporting Standards as issued | Other __ |
by the International Accounting Standards Board __ |
TABLE OF CONTENTS
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68
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68
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68
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69
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69
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69
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69
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Year Ended December 31,
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
(in thousands, except share and per share data)
|
||||||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Gross revenue
|
$ | 1,503,993 | $ | 1,296,509 | $ | 1,263,147 | $ | 1,258,227 | $ | 1,209,451 | ||||||||||
Reimbursable expenses (1)
|
(388,987 | ) | (350,780 | ) | (363,103 | ) | (370,615 | ) | (344,203 | ) | ||||||||||
Net revenue
|
1,115,006 | 945,729 | 900,044 | 887,612 | 865,248 | |||||||||||||||
Costs and expenses:
|
||||||||||||||||||||
Direct costs
|
717,750 | 611,923 | 541,388 | 507,783 | 489,238 | |||||||||||||||
Selling, general and administrative
|
280,780 | 255,864 | 232,688 | 230,910 | 248,778 | |||||||||||||||
Depreciation and amortization
|
42,823 | 38,682 | 33,873 | 32,659 | 27,728 | |||||||||||||||
Restructuring and other items (2), (3),(4)
|
5,636 | 9,817 | - | 8,808 | - | |||||||||||||||
Total costs and expenses
|
1,046,989 | 916,286 | 807,949 | 780,160 | 765,744 | |||||||||||||||
Income from operations
|
68,017 | 29,443 | 92,095 | 107,452 | 99,504 | |||||||||||||||
Net interest (expense) / income
|
(796 | ) | (448 | ) | 629 | (2,778 | ) | (1,224 | ) | |||||||||||
Income before provision for income taxes
|
67,221 | 28,995 | 92,724 | 104,674 | 98,280 | |||||||||||||||
Provision for income taxes
|
(11,801 | ) | (6,115 | ) | (5,653 | ) | (10,375 | ) | (19,967 | ) | ||||||||||
Non-controlling interest
|
- | - | - | - | (193 | ) | ||||||||||||||
Net income
|
$ | 55,420 | $ | 22,880 | $ | 87,071 | $ | 94,299 | $ | 78,120 | ||||||||||
Net income per
ordinary share (5):
Basic
|
$ | 0.92 | $ | 0.38 | $ | 1.46 | $ | 1.61 | $ | 1.34 | ||||||||||
Diluted
|
$ | 0.92 | $ | 0.37 | $ | 1.44 | $ | 1.57 | $ | 1.30 | ||||||||||
Weighted average number
of ordinary shares outstanding:
|
||||||||||||||||||||
Basic
|
59,968,174 | 60,379,338 | 59,718,934 | 58,636,878 | 58,245,240 | |||||||||||||||
Diluted
|
60,450,706 | 61,070,686 | 60,637,103 | 59,900,504 | 60,221,587 |
Year Ended December 31,
|
||||||||||||||||||||
2012
|
2011 | 2010 | 2009 | 2008 | ||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 114,047 | $ | 119,237 | $ | 255,706 | $ | 144,801 | $ | 58,378 | ||||||||||
Short term investments
|
76,183 | 54,940 | - | 49,227 | 42,726 | |||||||||||||||
Working capital
|
250,326 | 253,514 | 330,333 | 235,906 | 185,957 | |||||||||||||||
Total assets
|
1,202,108 | 1,027,517 | 949,538 | 908,398 | 867,285 | |||||||||||||||
Total debt
|
- | - | - | - | 105,379 | |||||||||||||||
Long term government grants
|
1,427 | 1,351 | 1,470 | 1,750 | 1,386 | |||||||||||||||
Long term liabilities
|
14,312 | 20,038 | 4,659 | 2,844 | 1,880 | |||||||||||||||
Ordinary share capital
|
5,067 | 5,055 | 5,063 | 4,965 | 4,921 | |||||||||||||||
Additional paid-in capital
|
237,217 | 211,549 | 196,960 | 174,188 | 162,057 | |||||||||||||||
Shareholders’ equity
|
$ | 754,575 | $ | 681,544 | $ | 669,999 | $ | 572,246 | $ | 456,366 |
(1)
|
Reimbursable expenses are comprised of payments to investigators and certain other costs reimbursed by clients under terms specific to each of the Company’s contracts. See Note 2 (d) to the Audited Consolidated Financial Statements.
|
|
(2)
|
Restructuring and other items of $5.6 million were recorded during the year ended December 31, 2012 (inclusive of the release of $0.1 million relating to the 2011 Restructuring Plans). During the year ended December 31, 2012 the Company completed a review of its operations to improve resource utilization throughout the business. This review resulted in the adoption of a restructuring plan, to include resource rationalizations in certain areas of the business and a re-organization of available office space at the Company’s Philadelphia facility. A restructuring charge of $4.6 million was recognized during the year ended December 31, 2012; $3.4 million in respect of resource rationalizations and $1.2 million in respect of lease termination and exit costs. The Company also incurred certain other charges of $1.1 million in relation to the retirement of Mr. Peter Gray, former Vice Chairman of the Board and former CEO of the Company in 2012. See Note 14 to the Audited Consolidated Financial Statements.
|
|
(3)
|
Restructuring charges of $9.8 million were recorded during the year ended December 31, 2011. During 2011 the Company conducted a review of its operations to improve resource utilization within the business and better align resources to current and future growth opportunities. This review resulted in the adoption of an initial restructuring plan, which included the closure of the Company’s facility in Edinburgh, United Kingdom and resource rationalizations in certain of the more mature markets in which it operates. A further restructuring plan was also adopted during 2011 which resulted in the relocation of the Company’s facility in Maryland, USA and further resource rationalizations. See Note 14 to the Audited Consolidated Financial Statements.
|
|
(4)
|
Restructuring charges of $8.8 million were recorded during the year ended December 31, 2009. During 2009 the Company conducted a review of its infrastructure to better align its resources with the needs of its clients. This realignment resulted in resource rationalizations in certain more mature markets in which the Company operates and the recognition of a restructuring charge of $13.3 million. This was partially offset by research and development incentives of $4.5 million received by the Company in certain European Union jurisdictions in which it operates.
|
|
(5)
|
Net income per ordinary share is based on the weighted average number of outstanding ordinary shares. Diluted net income per share includes potential ordinary shares from the exercise of options.
|
•
|
the failure of products being tested to satisfy safety or efficacy requirements;
|
|
•
|
unexpected or undesired clinical results of the product;
|
|
•
|
a decision that a particular study is no longer necessary or viable;
|
|
•
|
poor project performance, quality concerns, insufficient patient enrollment or investigator recruitment; or
|
|
•
|
production problems resulting in shortages of the drug.
|
|
●
|
assimilate the operations and services or products of the acquired company or business;
|
|
●
|
integrate acquired personnel;
|
|
●
|
retain and motivate key employees;
|
|
●
|
retain customers; and
|
|
●
|
minimize the diversion of management's attention from other business concerns.
|
•
|
termination of any research;
|
|
•
|
disqualification of data;
|
|
•
|
denial of the right to conduct business;
|
|
•
|
criminal penalties;
|
|
•
|
other enforcement actions;
|
|
•
|
loss of clients and/or business; and
|
|
•
|
litigation from clients and resulting material penalties, damages and costs.
|
|
o
|
Investigator Recruitment
|
|
o
|
Study Monitoring and Data Collection
|
|
o
|
Case Report Form ("CRF") Preparation
|
|
o
|
Statistical Analysis
|
|
o
|
Patient Safety Monitoring
|
|
o
|
Clinical Data Management
|
|
o
|
IVR (Interactive Voice Response)
|
|
o
|
Electronic Patient Reported Outcomes
|
|
o
|
Medical Reporting
|
|
o
|
Patient Registries
|
|
o
|
Outcomes Research
|
|
o
|
Health Economics
|
|
o
|
Marker Access and commercialization services
|
|
o
|
Strategic Analysis and Data Operations
|
|
o
|
Clinical Pharmacology
|
|
o
|
Bioanalysis
|
|
o
|
Immunoassay development
|
|
o
|
Pharmacokinetic and Pharmacodynamic analysis
|
|
o
|
Study Protocol Preparation
|
|
o
|
Regulatory Consulting
|
|
o
|
Product Development Planning
|
|
o
|
Strategic Consulting
|
|
o
|
Pricing and Market Access Consulting
|
|
o
|
Medical Imaging
|
|
o
|
Contract Staffing
|
|
o
|
Electronic Endpoint Adjudication
|
|
o
|
Sample analyses
|
|
o
|
Safety testing
|
|
o
|
Microbiology
|
|
o
|
Custom flow cytometry
|
|
o
|
Electronic transmission of test results
|
|
o
|
Biomarker development
|
Name
|
Country of incorporation
|
Group ownership*
|
ICON Clinical Research Limited
|
Republic of Ireland
|
100%
|
ICON Holdings
|
Republic of Ireland
|
100%
|
ICON Holdings Clinical Research International Limited
|
Republic of Ireland
|
100%
|
DOCS Resourcing Limited
|
Republic of Ireland
|
100%
|
Firecrest Clinical Limited
|
Republic of Ireland
|
100%
|
ICON Development Solutions, LLC
|
Delaware, USA
|
100%
|
ICON Development Solutions, LLC
|
Maryland, USA
|
100%
|
ICON Clinical Research, Inc.
|
USA
|
100%
|
ICON Central Laboratories, Inc.
|
USA
|
100%
|
Beacon Bioscience, Inc.
|
USA
|
100%
|
Healthcare Discoveries, LLC
|
USA
|
100%
|
Oxford Outcomes Inc.
|
USA
|
100%
|
PriceSpective LLC
|
USA
|
100%
|
ClinForce LLC
|
USA
|
100%
|
DOCS International Belgium N.V
|
Belgium
|
100%
|
ICON Clinical Research EOOD
|
Bulgaria
|
100%
|
ICON Research Ltd. (Ispitivanja ICON d.o.o)
|
Croatia
|
100%
|
ICON Clinical Research s.r.o.
|
Czech Republic
|
100%
|
DOCS International Nordic Countries A/S
|
Denmark
|
100%
|
DOCS International Finland Oy
|
Finland
|
100%
|
ICON Clinical Research S.A.R.L.
|
France
|
100%
|
DOCS International France S.A.S.
|
France
|
100%
|
ICON Clinical Research GmbH
|
Germany
|
100%
|
DOCS International Germany GmbH
|
Germany
|
100%
|
ICON Clinical Research Kft (ICON Klinikai Kutató Kft)
|
Hungary
|
100%
|
ICON Clinical Research Israel Limited
|
Israel
|
100%
|
Name
|
Country of incorporation
|
Group ownership*
|
DOCS Italia
|
Italy
|
100%
|
ICON Investments Limited
|
Jersey
|
100%
|
DOCS International BV
|
Netherlands
|
100%
|
DOCS Insourcing BV
|
Netherlands
|
100%
|
DOCS International Poland Sp.zo.o.
|
Poland
|
100%
|
ICON Clinical Research Sp.zo.o.
|
Poland
|
100%
|
ICON Clinical Research S.R.L.
|
Romania
|
100%
|
ICON Clinical Research d.o.o. Beograd
|
Serbia
|
100%
|
ICON Clinical Research Espana, S.L.
|
Spain
|
100%
|
DOCS International Sweden AB
|
Sweden
|
100%
|
ICON Medical Imaging AG
|
Switzerland
|
100%
|
DOCS International Switzerland GmbH
|
Switzerland
|
100%
|
ICON Clinical Research LLC
|
Ukraine
|
100%
|
ICON Development Solutions Limited
|
United Kingdom
|
100%
|
DOCS International UK Limited
|
United Kingdom
|
100%
|
Oxford Outcomes Limited
|
United Kingdom
|
100%
|
PriceSpective Limited
|
United Kingdom
|
100%
|
ICON Clinical Research (U.K.) Limited
|
United Kingdom
|
100%
|
Akos Limited
|
United Kingdon
|
100%
|
ICON Clinical Research, S.A.
|
Argentina
|
100%
|
ICON Pesquisas Clinicas LTDA
|
Brazil
|
100%
|
ICON Clinical Research (Canada) Inc.
|
Canada
|
100%
|
Oxford Outcomes Limited
|
Canada
|
100%
|
ICON Chile Limitada
|
Chile
|
100%
|
ICON Clinical Research México, S.A. de C.V.
|
Mexico
|
100%
|
ICON Clinical Research Peru S.A.
|
Peru
|
100%
|
ICON Clinical Research PTY Limited
|
Australia
|
100%
|
ICON Clinical Research (Beijing) Co., Limited
|
China
|
100%
|
ICON Clinical Research (Beijing No.2) Co., Ltd
|
China
|
100%
|
Name
|
Country of incorporation
|
Group ownership*
|
ICON Clinical Research India Private Limited
|
India
|
100%
|
ICON Japan K.K.
|
Japan
|
100%
|
ICON Clinical Research Korea Yuhan Hoesa
|
Korea
|
100%
|
ICON Clinical Research Hong Kong Limited
|
Hong Kong
|
100%
|
ICON Clinical Research (New Zealand) Limited
|
New Zealand
|
100%
|
ICON Clinical Research Services Philippines, Inc.
|
Philippines
|
100%
|
ICON Clinical Research (Pte) Limited
|
Singapore
|
100%
|
Year Ended December 31,
|
||||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Percentage of Net Revenue
|
Percentage Increase/(Decrease)
|
|||||||||||||||
Net revenue
|
100 | % | 100 | % | 17.9 | % | 5.1 | % | ||||||||
Costs and expenses:
|
||||||||||||||||
Direct costs
|
64.4 | % | 64.7 | % | 17.3 | % | 13.0 | % | ||||||||
Selling, general and administrative
|
25.2 | % | 27.1 | % | 9.7 | % | 10.0 | % | ||||||||
Depreciation and amortization
|
3.8 | % | 4.1 | % | 10.7 | % | 14.2 | % | ||||||||
Income from operations (excluding restructuring and other items)
|
6.6 | % | 4.1 | % | 87.6 | % | (57.4 | %) | ||||||||
Restructuring and other items
|
0.5 | % | 1.0 | % | (42.6 | %) | N/A | |||||||||
Income from operations (including restructuring and other items)
|
6.1 | % | 3.1 | % | 131.0 | % | (68.0 | %) |
Operating Income
|
Operating Margin*
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Clinical research
|
$ | 64,116 | $ | 31,649 | 6.2 | % | 3.6 | % | ||||||||
Central laboratory
|
3,901 | (2,206 | ) | 4.5 | % | (3.1 | )% | |||||||||
Total
|
$ | 68,017 | $ | 29,443 | 6.1 | % | 3.1 | % |
Adjusted Operating Income
|
Adjusted Operating Margin*
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Clinical research
|
$ | 69,594 | $ | 39,921 | 6.8 | % | 4.6 | % | ||||||||
Central laboratory
|
4,059 | (661 | ) | 4.6 | % | (0.9 | )% | |||||||||
Total
|
$ | 73,653 | $ | 39,260 | 6.6 | % | 4.1 | % |
Operating Income
|
Operating Margin*
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Clinical research
|
$ | 31,649 | $ | 104,854 | 3.6 | % | 12.5 | % | ||||||||
Central laboratory
|
(2,206 | ) | (12,759 | ) | (3.1 | )% | (20.0 | %) | ||||||||
Total
|
$ | 29,443 | $ | 92,095 | 3.1 | % | 10.2 | % |
Adjusted Operating Income
|
Adjusted Operating Margin*
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Clinical research
|
$ | 39,921 | $ | 104,854 | 4.6 | % | 12.5 | % | ||||||||
Central laboratory
|
(661 | ) | (12,759 | ) | (0.9 | )% | (20.0 | %) | ||||||||
Total
|
$ | 39,260 | $ | 92,095 | 4.1 | % | 10.2 | % |
Payments due by period
|
||||||||||||||||||||
Total
|
Less than
1 year
|
1 to 3
years
|
3 to 5
years
|
More than
5 years
|
||||||||||||||||
(U.S.$ in millions)
|
||||||||||||||||||||
Operating lease obligations
|
163.9 | 40.4 | 56.0 | 35.2 | 32.3 | |||||||||||||||
Non-current tax liabilities
|
7.2 | 4.6 | 1.9 | 0.5 | 0.2 | |||||||||||||||
Acquisition contingent consideration
|
45.9 | 45.9 | - | - | - | |||||||||||||||
Total (U.S.$ in millions)
|
$ | 217.0 | $ | 90.9 | $ | 57.9 | $ | 35.7 | $ | 32.5 |
Name
|
Age
|
Position
|
Thomas Lynch (2) (3) (4) (5)
|
56
|
Chairman of the Board, Director
|
Ciaran Murray (1) (5)
|
50
|
Chief Executive Officer, Director
|
Brendan Brennan (1) (5)
|
34
|
Chief Financial Officer
|
Dr. John Climax (6)
|
60
|
Director
|
Dr. Ronan Lambe (6)
|
73
|
Director
|
Dr. Bruce Given (2) (4)
|
58
|
Director
|
Professor Dermot Kelleher (3) (6)
|
57
|
Director
|
Declan McKeon (3) (4)
|
61
|
Director
|
Cathrin Petty (2) (4)
|
39
|
Director
|
Professor William Hall (2) (3) (6)
|
63
|
Director
|
Dr. Steven Cutler
|
52
|
Group President Clinical Research Services
|
Diarmaid Cunningham
|
38
|
General Counsel & Company Secretary
|
(1)
|
Executive Officer of the Company.
|
(2)
|
Member of Compensation and Organization Committee.
|
(3)
|
Member of Audit Committee.
|
(4)
|
Member of Nominating and Governance Committee.
|
(5)
|
Member of Execution Committee.
|
(6)
|
Member of Quality Committee.
|
Name & principal position
|
Year
|
Salary
|
Bonus
|
Pension
contribution
|
All other compensation
|
Subtotal
|
Subtotal
|
Share-based
compensation
|
Director’s Fees
|
Total
compensation
|
|||||||||||||||||||||||||||
€ | ’000 | € | ’000 | € | ’000 | € | ’000 | € | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | ||||||||||||||||||||
Peter Gray,
|
|||||||||||||||||||||||||||||||||||||
Vice Chairman of the Board *
|
2012
|
402 | 194 | 50 | 27 | 673 | 862 | 1,029 | - | 1,891 | |||||||||||||||||||||||||||
Ciaran Murray,
|
|||||||||||||||||||||||||||||||||||||
Chief Executive Officer
|
2012
|
606 |
4,230***
|
863
|
28 |
5,727
|
7,374
|
1,942 | - |
9,316
|
|||||||||||||||||||||||||||
Brendan Brennan,
|
|||||||||||||||||||||||||||||||||||||
Chief Financial Officer**
|
2012
|
262 |
1,416****
|
32 | 20 |
1,730
|
2,228
|
174 | - |
2,402
|
|||||||||||||||||||||||||||
Total
|
2012
|
1,270 |
5,840
|
945
|
75 |
8,130
|
10,464
|
3,145 | - |
13,609
|
* | Retired on July 19, 2012. |
** | Appointed Chief Financial Officer on February 13, 2012. |
*** | €4.2 million ($5.5 million) payable up to December 31, 2015 in cash or ordinary shares. The timing and form of the bonus is at the discretion of the Compensation and Organization Committee. |
**** | €1.2 million ($1.5 million) payable up to December 31, 2015 in cash or ordinary shares. The timing and form of the bonus is at the discretion of the Compensation and Organization Committee. |
Name & principal position
|
Year
|
Salary
|
Bonus
|
Pension
contribution
|
All other compensation
|
Subtotal
|
Subtotal
|
Share-based
compensation
|
Director’s Fees
|
Total
compensation
|
|||||||||||||||||||||||||||
€ | ’000 | € | ’000 | € | ’000 | € | ’000 | € | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | ||||||||||||||||||||
Peter Gray,
|
|||||||||||||||||||||||||||||||||||||
Vice Chairman of the Board *
|
2011
|
533 | 187 | 57 | 37 | 814 | 1,139 | 586 | - | 1,725 | |||||||||||||||||||||||||||
Ciaran Murray,
|
|||||||||||||||||||||||||||||||||||||
Chief Executive Officer *
|
2011
|
458 | 150 | 196 | 22 | 826 | 1,155 | 564 | - | 1,719 | |||||||||||||||||||||||||||
Total
|
2011
|
991 | 337 | 253 | 59 | 1,640 | 2,294 | 1,150 | - | 3,444 |
* | Appointed Vice Chairman and Chief Executive Officer respectively on October 1, 2011. |
** | The above table does not include Brendan Brennan who assumed the role of Acting CFO on October 1, 2011 and was appointed CFO on February 13, 2012. |
Name
|
Year
|
Salary
|
Company
pension
contribution
|
All other compensation
|
Subtotal
|
Subtotal
|
Share-based
compensation
|
Director’s
fees
|
Total
Compensation
|
|||||||||||||||||||||||
€ | ’000 | € | ’000 | € | ’000 | € | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | |||||||||||||||||
Bruce Given*
|
2012
|
- | - | - | - | - | 29 | 317 | 346 | |||||||||||||||||||||||
Peter Gray**
|
2012
|
402 | 50 | 221 | 673 | 862 | 1,029 | - | 1,891 | |||||||||||||||||||||||
Ciaran Murray
|
2012
|
606 | 863 |
4,258***
|
5,727 | 7,374 | 1,942 | - |
9,316
|
|||||||||||||||||||||||
John Climax
|
2012
|
- | - | - | - | - | 10 | 52 | 62 | |||||||||||||||||||||||
Ronan Lambe
|
2012
|
- | - | - | - | - | 19 | 53 | 72 | |||||||||||||||||||||||
Thomas Lynch
|
2012
|
- | - | - | - | - | 19 | 78 | 97 | |||||||||||||||||||||||
Dermot Kelleher
|
2012
|
- | - | - | - | - | 21 | 73 | 94 | |||||||||||||||||||||||
Declan McKeon
|
2012
|
- | - | - | - | - | 13 | 73 | 86 | |||||||||||||||||||||||
Cathrin Petty
|
2012
|
- | - | - | - | - | 10 | 51 | 61 | |||||||||||||||||||||||
Total
|
2012
|
1,008 | 913 |
4,479
|
6,400
|
8,236 |
3,092
|
697 | 12,025 |
* | Retired as Chairman on December 31, 2012 |
** |
Retired on July 19, 2012
|
*** | €4.2 million ($5.5 million) payable up to December 31, 2015 in cash or ordinary shares. The timing and form of the bonus is at the discretion of the Compensation and Organization Committee |
Summary compensation table - Year ended December 31, 2011
|
||||||||||||||||||||||||||||||||
Name
|
Year
|
Salary
|
Company
pension
contribution
|
All other compensation
|
Subtotal
|
Subtotal
|
Share-based
compensation
|
Director’s
fees
|
Total
compensation
|
|||||||||||||||||||||||
€ | ’000 | € | ’000 | € | ’000 | € | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | $ | ’000 | |||||||||||||||||
Bruce Given
|
2011
|
- | - | - | - | - | 29 | 317 | 346 | |||||||||||||||||||||||
Peter Gray
|
2011
|
533 | 57 | 224 | 814 | 1,139 | 586 | - | 1,725 | |||||||||||||||||||||||
Ciaran Murray*
|
2011
|
134 | 42 | 57 | 233 | 321 | 273 | - | 594 | |||||||||||||||||||||||
John Climax
|
2011
|
- | - | - | - | - | 6 | 48 | 54 | |||||||||||||||||||||||
Ronan Lambe
|
2011
|
- | - | - | - | - | 19 | 53 | 72 | |||||||||||||||||||||||
Thomas Lynch
|
2011
|
- | - | - | - | - | 23 | 71 | 94 | |||||||||||||||||||||||
Dermot Kelleher
|
2011
|
- | - | - | - | - | 28 | 73 | 101 | |||||||||||||||||||||||
Anthony Murphy**
|
2011
|
- | - | - | - | - | 10 | 78 | 88 | |||||||||||||||||||||||
Declan McKeon
|
2011
|
- | - | - | - | - | 9 | 61 | 70 | |||||||||||||||||||||||
Cathrin Petty
|
2011
|
- | - | - | - | - | 7 | 59 | 66 | |||||||||||||||||||||||
Total
|
2011
|
667 | 99 | 281 | 1,047 | 1,460 | 990 | 760 | 3,210 |
* | Appointed Director of the Company on October 1, 2011 ** Retired on December 31, 2011 |
Name of Owner or
Identity of Group
|
No. of Shares
(1)
|
% of total
Shares
|
No. of RSU’s
(1)
|
Vesting Date
|
|||||||||
Dr. Bruce Given
|
500 | - | - | ||||||||||
Mr. Ciaran Murray
|
- | - | 50,000 |
April 27, 2013
|
|||||||||
100,000 |
October 1, 2014
|
||||||||||||
50,000 |
February 10, 2016
|
||||||||||||
Mr. Brendan Brennan
|
- | - | 20,000 |
February 21, 2015
|
|||||||||
Dr. John Climax
|
1,607,568 | 2.7 | % | - | |||||||||
Dr. Ronan Lambe
|
400 | - | - | ||||||||||
Mr. Thomas Lynch
|
3,604 | - | - | ||||||||||
Professor Dermot Kelleher
|
- | - | - | ||||||||||
Mr. Declan McKeon
|
- | - | - | ||||||||||
Ms. Cathrin Petty
|
- | - | - | ||||||||||
Professor William Hall | - | - | - |
(1)
|
As used in these tables, each person has the sole or shared power to vote or direct the voting of a security, or the sole or shared investment power with respect to a security (i.e. the power to dispose, or direct the disposition, of a security). A person is deemed as of any date to have "beneficial ownership" of any security if that such person has the right to acquire such security within 60 days after such date.
|
The following table sets forth certain information as of March 6, 2013 regarding options to acquire ordinary shares of the Company by all of our current directors and executive officers. |
Name of Owner or
Identity of Group
|
No. of Options
(1)
|
Exercise price
|
Expiration Date
|
||||||
Mr. Thomas Lynch
|
3,200 | $ | 11.00 |
February 3, 2014
|
|||||
4,000 | $ | 21.25 |
February 16, 2015
|
||||||
2,000 | $ | 35.33 |
February 26, 2016
|
||||||
2,000 | $ | 22.26 |
February 25, 2017
|
||||||
2,000 | $ | 24.46 |
March 4, 2018
|
||||||
2,000 | $ | 20.28 |
March 3, 2019
|
||||||
2,000 | $ | 22.30 |
April 27, 2020
|
||||||
Mr. Ciaran Murray
|
20,000 | $ | 10.42 |
January 17, 2014
|
|||||
18,000 | $ | 11.00 |
February 3, 2014
|
||||||
16,000 | $ | 21.25 |
February 16, 2015
|
||||||
14,000 | $ | 35.33 |
February 26, 2016
|
||||||
17,000 | $ | 22.26 |
February 25, 2017
|
||||||
30,000 | $ | 24.46 |
March 4, 2018
|
||||||
30,000 | $ | 20.28 |
March 3, 2019
|
||||||
150,000 | $ | 16.80 |
October 31, 2019
|
||||||
50,000 | $ | 22.30 |
April 27, 2020
|
Name of Owner or
Identity of Group
|
No. of Options
(1)
|
Exercise price
|
Expiration Date
|
||||||
Mr. Brendan Brennan
|
2,000 | $ | 35.33 |
February 26, 2016
|
|||||
840 | $ | 22.26 |
February 25, 2017
|
||||||
3,000 | $ | 24.46 |
March 4, 2018
|
||||||
4,000 | $ | 20.28 |
March 3, 2019
|
||||||
20,000 | $ | 20.59 |
February 22, 2020
|
||||||
Dr. John Climax
|
12,000 | $ | 11.00 |
February 3, 2014
|
|||||
12,000 | $ | 21.25 |
February 16, 2015
|
||||||
10,000 | $ | 35.33 |
February 26, 2016
|
||||||
50,000 | $ | 15.84 |
April 30, 2017
|
||||||
2,000 | $ | 24.46 |
March 4, 2018
|
||||||
2,000 | $ | 20.28 |
March 3, 2019
|
||||||
2,000 | $ | 22.30 |
April 27, 2020
|
||||||
Dr. Ronan Lambe
|
4,000 | $ | 11.00 |
February 3, 2014
|
|||||
2,000 | $ | 21.25 |
February 16, 2015
|
||||||
2,000 | $ | 35.33 |
February 26, 2016
|
||||||
2,000 | $ | 22.26 |
February 25, 2017
|
||||||
2,000 | $ | 24.46 |
March 4, 2018
|
||||||
2,000 | $ | 20.28 |
March 3, 2019
|
||||||
2,000 | $ | 22.30 |
April 27, 2020
|
||||||
Dr. Bruce Given
|
4,000 | $ | 11.00 |
February 3, 2014
|
|||||
4,000 | $ | 21.25 |
February 16, 2015
|
||||||
2,000 | $ | 35.33 |
February 26, 2016
|
||||||
2,000 | $ | 22.26 |
February 25, 2017
|
||||||
4,000 | $ | 24.46 |
March 4, 2018
|
||||||
4,000 | $ | 20.28 |
March 3, 2019
|
||||||
4,000 | $ | 22.30 |
April 27, 2020
|
||||||
Professor Dermot Kelleher
|
6,000 | $ | 36.04 |
May 27, 2016
|
|||||
2,000 | $ | 22.26 |
February 25, 2017
|
||||||
2,000 | $ | 24.46 |
March 4, 2018
|
||||||
2,000 | $ | 20.28 |
March 3, 2019
|
||||||
2,000 | $ | 22.30 |
April 27, 2020
|
||||||
Mr. Declan McKeon
|
3,000 | $ | 29.45 |
April 29, 2018
|
|||||
2,000 | $ | 20.28 |
March 3, 2019
|
||||||
2,000 | $ | 22.30 |
April 27, 2020
|
||||||
Ms. Cathrin Petty
|
3,000 | $ | 19.45 |
October 26, 2018
|
|||||
2,000 | $ | 20.28 |
March 3, 2019
|
||||||
2,000 | $ | 22.30 |
April 27, 2020
|
Name of Owner or Identity of Group
|
No. of Shares (1)
|
Percent of Class
|
||||||
Artisan Partners Limited Partnership (2)
|
5,799,717 | 9.6 | % | |||||
EARNEST Partners, LLC (2)
|
5,391,736 | 8.9 | % | |||||
Neuberger Berman, LLC (2)
|
5,280,353 | 8.7 | % | |||||
Wellington Management Company, LLP (2)
|
3,158,246 | 5.2 | % | |||||
Wasatch Advisors, Inc. (2)
|
3,107,163 | 5.1 | % | |||||
All directors, officers and other key employees as a group (3)
|
2,534,112 | 4.2 | % |
(1)
|
As used in this table, each person has the sole or shared power to vote or direct the voting of a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose, or direct the disposition, of a security). A person is deemed as of any date to have "beneficial ownership" of any security if that such person has the right to acquire such security within 60 days after such date.
|
(2)
|
Neither the Company nor any of its officers, directors or affiliates holds any voting power in this entity.
|
(3)
|
Includes 632,040 ordinary shares issuable upon the exercise of stock options granted by the Company and 290,000 RSUs awarded by the Company to directors, officers and other key employees.
|
High Sales Price
|
Low Sales Price
|
|||||||
Year Ending
|
During Period
|
During Period
|
||||||
December 31, 2008
|
$ | 44.78 | $ | 15.64 | ||||
December 31, 2009
|
$ | 26.85 | $ | 12.17 | ||||
December 31, 2010
|
$ | 30.31 | $ | 18.93 | ||||
December 31, 2011
|
$ | 26.22 | $ | 15.03 | ||||
December 31, 2012
|
$ | 28.93 | $ | 16.73 | ||||
Quarter Ending
|
High Sales Price
During Period
|
Low Sales Price
During Period
|
||||||
Mar 31, 2011
|
$ | 24.26 | $ | 19.61 | ||||
June 30, 2011
|
$ | 26.22 | $ | 21.03 | ||||
Sept 30, 2011
|
$ | 25.50 | $ | 15.98 | ||||
Dec 31, 2011
|
$ | 18.28 | $ | 15.03 | ||||
Mar 31, 2012
|
$ | 22.33 | $ | 16.73 | ||||
June 30, 2012
|
$ | 23.81 | $ | 20.02 | ||||
Sept 30, 2012
|
$ | 25.21 | $ | 21.71 | ||||
Dec 31, 2012
|
$ | 28.93 | $ | 23.05 | ||||
Month Ending
|
High Sales Price
During Period
|
Low Sales Price
During Period
|
||||||
July 31, 2012
|
$ | 24.81 | $ | 21.71 | ||||
Aug 31, 2012
|
$ | 25.03 | $ | 22.50 | ||||
Sept 30, 2012
|
$ | 25.21 | $ | 22.43 | ||||
Oct 31, 2012
|
$ | 25.16 | $ | 23.05 | ||||
Nov 30, 2012
|
$ | 28.06 | $ | 23.97 | ||||
Dec 31, 2012
|
$ | 28.93 | $ | 26.96 |
|
●
|
to amend the transfer provisions with respect to the form of instrument of transfer required for the transfer of an ICON Share;
|
|
●
|
to set out the necessary mechanics for stamp duty with respect to any chargeable transfers of ICON Shares;
|
|
●
|
to remove provisions relating to the Irish Stock Exchange which were redundant following the cancellation of the secondary listing from the Irish Stock Exchange;
|
|
●
|
to insert provisions to facilitate future share buy-backs by the Company (including an ability to effect such buy backs by way of redemption);
|
|
●
|
to insert administrative provisions with regard to holding and maintaining share registers; and
|
|
●
|
to update legislative citations and cross-references.
|
●
|
The company claiming the exemption must hold (directly or indirectly) at least 5% of the ordinary share capital of the company in which the interest is being disposed of, throughout the period of at least 12 months, within the two year period prior to disposal
|
●
|
The shares being disposed of must be in a company, which at the date of disposal, is resident in a Member State of the European Communities or in a country with which Ireland has signed or made specific arrangements to sign a double tax agreement (together a “Relevant Territory”)
|
●
|
The shares must be in a company which is primarily a trading company or the company making the disposal together with its “5% plus subsidiaries” should be primarily a trading group
|
●
|
The shares must not derive the greater part of their value from land or mineral rights in the State.
|
|
●
|
are resident in a Relevant Territory and are not controlled (directly or indirectly) by Irish residents
|
|
●
|
are ultimately controlled (directly or indirectly) by residents of a Relevant Territory or
|
|
●
|
have the principal class of their shares, or shares of a 75% parent, substantially and regularly traded on one or more recognized stock exchanges in a Relevant Territory (including Ireland) or Territories; or
|
|
●
|
are wholly owned by two or more companies, each of whose principal class of shares is substantially and regularly traded on one or more recognized stock exchanges in a Relevant Territory (including Ireland) or Territories
|
|
●
|
the depositary or the DTC is resident in a Relevant Territory and
|
|
●
|
the depositary or the DTC have entered into a qualifying intermediary agreement with the Irish tax authorities and
|
|
●
|
the depositary or the DTC have been authorized by the Irish Revenue Commissioners as a qualifying intermediary and such authorization has not expired or been revoked;
|
|
●
|
an individual resident in the U.S. or in a Relevant Territory;
|
|
●
|
a corporation that is ultimately controlled by persons resident in the U.S. or in a Relevant Territory;
|
|
●
|
a corporation whose principal class of shares (or its 75% or greater parent’s principal class of shares) is substantially and regularly traded on a recognized stock exchange in an EU country or in a Relevant Territory;
|
|
●
|
a corporation resident in another EU member state or in a Relevant Territory, which is not controlled directly or indirectly by Irish residents; or
|
|
●
|
a corporation that is wholly owned by two or more corporations each of whose principal class of shares is substantially and regularly traded on a recognized stock exchange in an EU country or in a Relevant Territory.
|
|
●
|
who cease to be Irish resident;
|
|
●
|
who beneficially own the shares when they cease to be resident;
|
|
●
|
if there are not more than 5 years of assessment between the last year of Irish tax residence prior to becoming temporarily non-resident and the tax year that he/she resumes Irish tax residency;
|
|
●
|
who dispose of an interest in a company during this temporary non-residence; and
|
|
●
|
the interest disposed of represents 5% or greater of the issued share capital of the company or is worth at least €500,000.
|
|
●
|
to the extent that the property of which the gift or inheritance consists is situated in the Republic of Ireland at the date of the gift or inheritance;
|
|
●
|
where the person making the gift or inheritance is or was resident or ordinarily resident in the Republic of Ireland at the date of the disposition under which the gift or inheritance is taken;
|
|
●
|
in the case of a gift taken under a discretionary trust where the person from whom the gift is taken was resident or ordinarily resident in the Republic of Ireland at the date he made the settlement, or at the date of the gift or, if he is dead at the date of the gift, at the date of his death; or
|
|
●
|
where the person receiving the gift or inheritance is resident or ordinarily resident in the Republic of Ireland at the date of the gift or inheritance.
|
|
●
|
€15,075 (€16,750 pre December 6, 2012) in the case of persons who are not related to one another;
|
|
●
|
€30,150 (€33,500 pre December 6, 2012) in the case of gifts or inheritances received from inter alia a brother or sister or from a brother or sister of a parent or from a grandparent; and
|
|
●
|
€225,000 (€250,000 pre December 5, 2012) in the case of gifts and inheritances received from a parent (or from a grandparent by a minor child of a deceased child) and specified inheritances received by a parent from a child.
|
Average Rate
|
Closing Rate
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Euro:USD
|
1.2876 | 1.3991 | 1.3193 | 1.2961 | ||||||||||||
Pound Sterling:USD
|
1.5832 | 1.6050 | 1.6255 | 1.5413 |
Interest Income
for the year ended
December 31, 2012
|
Interest Income
Change 1% increase in
market interest rate
|
Interest Income
Change 1% decrease in
market interest rate
|
||||||||||
(in thousands)
|
(in thousands)
|
(in thousands)
|
||||||||||
Interest Income
|
$ | 1,151 | $ | 2,987 | $ | - |
12 month period ended
December 31, 2012
|
12 month period ended
December 31, 2011
|
|||||||||||||||
(in thousands)
|
(in thousands)
|
|||||||||||||||
Audit fees (1)
|
$ | 1,597 | 73 | % | $ | 1,629 | 66 | % | ||||||||
Audit related fees (2)
|
23 | 1 | % | 160 | 7 | % | ||||||||||
Tax fees (3)
|
570 | 26 | % | 662 | 27 | % | ||||||||||
Total
|
$ | 2,190 | 100 | % | $ | 2,451 | 100 | % |
(1)
|
Audit fees include annual audit fees for the Company and its subsidiaries.
|
(2)
|
Audit related fees principally consisted of fees for financial due diligence services and fees for audit of the financial statements of employee benefit plans.
|
(3)
|
Tax fees are fees for tax compliance and tax consultation services.
|
Total Number
of Shares (incl.
ADS’s)
Purchased
|
Average Price
Paid per Share
|
Total Number
of Shares (incl.
ADS’s)
Purchased as
Part of a
Publicly
Announced
Plan
|
Total Price
Paid for shares
purchased
(incl. ADS’s)
Purchased as
Part of a
Publicly
Announced
Plan
|
Maximum
Approximate
Value of Shares
that may yet be
purchased under
the Plans
|
||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||
January 1/1 - 1/31
|
82,100 | $ | 17.25 | 82,100 | $ | 1,417 | $ | 8,583 | ||||||||||||
February 2/1 – 2/29
|
- | - | - | - | $ | 20,000 | ||||||||||||||
March 3/1 – 3/31
|
- | - | - | - | $ | 20,000 | ||||||||||||||
April 4/1 – 4/30
|
40,700 | $ | 22.00 | 40,700 | 895 | $ | 19,105 | |||||||||||||
May 5/1 – 5/31
|
300,838 | $ | 21.80 | 300,838 | 6,559 | $ | 12,546 | |||||||||||||
June 6/1 – 6/30
|
314,703 | $ | 21.42 | 314,703 | 6,734 | $ | 5,805 | |||||||||||||
July 7/1 – 7/31
|
- | - | - | - | $ | 10,000 | ||||||||||||||
August 8/1 – 8/31
|
- | - | - | - | $ | 10,000 | ||||||||||||||
September 9/1 – 9/30
|
- | - | - | - | $ | 10,000 | ||||||||||||||
October 10/1 – 10/26
|
- | - | - | - | - | |||||||||||||||
738,341 | $ | 21.14 | 738,341 | $ | 15,605 | - |
Exhibit
Number
|
Title
|
|
3.1*
|
Description of the Memorandum and Articles of Association of the Company (Amended as of December 17, 2012).
|
|
10.1*
|
Office Space Lease, dated November 20, 2012, between ICON Clinical Research SARLand MS Capitole SCI.
|
|
12.1*
|
Section 302 certifications.
|
|
12.2*
|
Section 906 certifications.
|
|
21.1
|
List of Subsidiaries (incorporated by reference to Item 4 of Form 20-F filed herewith).
|
|
23.1*
|
Consent of KPMG, Independent Registered Public Accounting Firm
|
|
101.1*
|
Interactive Data Files (XBRL – Related Documents)
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
ASSETS
|
(in thousands)
|
|||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 114,047 | $ | 119,237 | ||||
Short term investments - available for sale (Note 3)
|
76,183 | 54,940 | ||||||
Accounts receivable, net
|
285,419 | 201,338 | ||||||
Unbilled revenue
|
112,483 | 126,850 | ||||||
Other receivables
|
13,387 | 13,788 | ||||||
Deferred tax asset (Note 13)
|
20,574 | 13,812 | ||||||
Prepayments and other current assets
|
23,155 | 21,424 | ||||||
Income taxes receivable (Note 13)
|
18,500 | 8,183 | ||||||
Total current assets
|
663,748 | 559,572 | ||||||
Other Assets:
|
||||||||
Property, plant and equipment, net (Note 6)
|
168,373 | 168,461 | ||||||
Goodwill (Note 4)
|
315,441 | 253,393 | ||||||
Non-current other assets
|
5,584 | 4,583 | ||||||
Non-current income taxes receivable (Note 13)
|
9,506 | 10,272 | ||||||
Non-current deferred tax asset (Note 13)
|
5,009 | 2,976 | ||||||
Intangible assets (Note 5)
|
34,447 | 28,260 | ||||||
Total Assets
|
$ | 1,202,108 | $ | 1,027,517 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$ | 8,149 | $ | 5,340 | ||||
Payments on account
|
219,467 | 150,792 | ||||||
Other liabilities (Note 7)
|
181,092 | 145,963 | ||||||
Deferred tax liability (Note 13)
|
144 | 333 | ||||||
Income taxes payable (Note 13)
|
4,570 | 3,630 | ||||||
Total current liabilities
|
413,422 | 306,058 | ||||||
Other Liabilities:
|
||||||||
Non-current other liabilities (Note 8)
|
14,312 | 20,038 | ||||||
Non-current government grants (Note 11)
|
1,427 | 1,351 | ||||||
Non-current income taxes payable (Note 13)
|
5,650 | 5,231 | ||||||
Non-current deferred tax liability (Note 13)
|
12,722 | 13,295 | ||||||
Shareholders' Equity:
|
||||||||
Ordinary shares, par value 6 euro cents per share;
100,000,000 shares authorized, (Note 12)
|
||||||||
60,287,498 shares issued and outstanding at December 31, 2012 and
60,135,603 shares issued and outstanding at December 31, 2011.
|
5,067 | 5,055 | ||||||
Additional paid-in capital
|
237,217 | 211,549 | ||||||
Capital redemption reserve (Note 12)
|
100 | 44 | ||||||
Accumulated other comprehensive income (Note 19)
|
(8,776 | ) | (16,446 | ) | ||||
Retained earnings
|
520,967 | 481,342 | ||||||
Total Shareholders’ Equity
|
754,575 | 681,544 | ||||||
Total Liabilities and Shareholders’ Equity
|
$ | 1,202,108 | $ | 1,027,517 |
Year Ended
December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands, except share and per share data)
|
||||||||||||
Revenue:
|
||||||||||||
Gross revenue
|
$ | 1,503,993 | $ | 1,296,509 | $ | 1,263,147 | ||||||
Reimbursable expenses
|
(388,987 | ) | (350,780 | ) | (363,103 | ) | ||||||
Net revenue
|
1,115,006 | 945,729 | 900,044 | |||||||||
Costs and expenses:
|
||||||||||||
Direct costs
|
717,750 | 611,923 | 541,388 | |||||||||
Selling, general and administrative
|
280,780 | 255,864 | 232,688 | |||||||||
Depreciation and amortization
|
42,823 | 38,682 | 33,873 | |||||||||
Restructuring and other items, net (Note 14)
|
5,636 | 9,817 | - | |||||||||
Total costs and expenses
|
1,046,989 | 916,286 | 807,949 | |||||||||
Income from operations
|
68,017 | 29,443 | 92,095 | |||||||||
Interest income
|
1,151 | 1,194 | 1,761 | |||||||||
Interest expense
|
(1,947 | ) | (1,642 | ) | (1,132 | ) | ||||||
Income before provision for income taxes
|
67,221 | 28,995 | 92,724 | |||||||||
Provision for income taxes (Note 13)
|
(11,801 | ) | (6,115 | ) | (5,653 | ) | ||||||
Net income
|
$ | 55,420 | $ | 22,880 | $ | 87,071 | ||||||
Net income per ordinary share:
|
||||||||||||
Basic
|
$ | 0.92 | $ | 0.38 | $ | 1.46 | ||||||
Diluted
|
$ | 0.92 | $ | 0.37 | $ | 1.44 | ||||||
Weighted average number of ordinary shares outstanding:
|
||||||||||||
Basic (Note 2)
|
59,968,174 | 60,379,338 | 59,718,934 | |||||||||
Diluted (Note 2)
|
60,450,706 | 61,070,686 | 60,637,103 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Year Ended
December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands, except share and per share data)
|
||||||||||||
Net income
|
$ | 55,420 | $ | 22,880 | $ | 87,071 | ||||||
Currency translation adjustment
|
4,494 | (11,347 | ) | (9,701 | ) | |||||||
Currency impact on long-term funding
|
1,982 | (802 | ) | (1,080 | ) | |||||||
Tax on currency impact of long term funding
|
(356 | ) | 294 | (198 | ) | |||||||
Unrealized capital gain/(loss) – investments
|
861 | (622 | ) | - | ||||||||
Actuarial gain/(loss) on defined benefit pension plan
|
689 | (4,365 | ) | (1,209 | ) | |||||||
Total comprehensive income
|
$ | 63,090 | $ | 6,038 | $ | 74,883 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Capital
|
Other
|
||||||||||||||||||||||||||
Paid-in
|
Redemption
|
Comprehensive
|
Retained
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Reserve
|
Income
|
Earnings
|
Total
|
||||||||||||||||||||||
Balance at December 31, 2009
|
59,007,565 | $ | 4,965 | $ | 174,188 | $ | - | $ | 12,584 | $ | 380,509 | $ | 572,246 | |||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||
Net income
|
- | - | - | - | - | $ | 87,071 | $ | 87,071 | |||||||||||||||||||
Currency translation adjustment
|
- | - | - | - | (9,701 | ) | - | (9,701 | ) | |||||||||||||||||||
Currency impact on long-term
funding
|
- | - | - | - | (1,080 | ) | - | (1,080 | ) | |||||||||||||||||||
Tax on currency impact of long
term funding
|
- | - | - | - | (198 | ) | - | (198 | ) | |||||||||||||||||||
Actuarial loss on defined benefit
pension plan
|
- | - | - | - | (1,209 | ) | - | (1,209 | ) | |||||||||||||||||||
Total comprehensive income
|
74,883 | |||||||||||||||||||||||||||
Exercise of share options
|
1,237,015 | 98 | 13,070 | - | - | - | 13,168 | |||||||||||||||||||||
Issue of restricted share units
|
2,512 | - | - | - | - | - | - | |||||||||||||||||||||
Share based compensation expense
|
- | - | 7,408 | - | - | - | 7,408 | |||||||||||||||||||||
Share issue costs
|
- | - | (51 | ) | - | - | - | (51 | ) | |||||||||||||||||||
Excess tax benefit on exercise
of options
|
- | - | 2,345 | - | - | - | 2,345 | |||||||||||||||||||||
Balance at December 31, 2010
|
60,247,092 | $ | 5,063 | $ | 196,960 | $ | - | $ | 396 | $ | 467,580 | $ | 669,999 | |||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||
Net income
|
- | - | - | - | - | $ | 22,880 | $ | 22,880 | |||||||||||||||||||
Currency translation adjustment
|
- | - | - | - | (11,347 | ) | - | (11,347 | ) | |||||||||||||||||||
Currency impact on long-term
funding
|
- | - | - | - | (802 | ) | - | (802 | ) | |||||||||||||||||||
Tax on currency impact of long
term funding
|
- | - | - | - | 294 | - | 294 | |||||||||||||||||||||
Unrealized capital gain/loss -
investments
|
- | - | - | - | (622 | ) | - | (622 | ) | |||||||||||||||||||
Actuarial loss on defined benefit
pension plan
|
- | - | - | - | (4,365 | ) | - | (4,365 | ) | |||||||||||||||||||
Total comprehensive income
|
6,038 | |||||||||||||||||||||||||||
Exercise of share options
|
430,340 | 36 | 4,629 | - | - | - | 4,665 | |||||||||||||||||||||
Issue of restricted share units
|
3,768 | - | - | - | - | - | - | |||||||||||||||||||||
Share based compensation expense
|
- | - | 9,355 | - | - | - | 9,355 | |||||||||||||||||||||
Share issue costs
|
- | - | (76 | ) | - | - | - | (76 | ) | |||||||||||||||||||
Repurchase of ordinary shares
|
(545,597 | ) | (44 | ) | - | 44 | - | (9,005 | ) | (9,005 | ) | |||||||||||||||||
Share repurchase costs
|
- | - | - | - | - | (113 | ) | (113 | ) | |||||||||||||||||||
Excess tax benefit on exercise
of options
|
- | - | 681 | - | - | 681 | ||||||||||||||||||||||
Balance at December 31, 2011
|
60,135,603 | $ | 5,055 | $ | 211,549 | $ | 44 | $ | (16,446 | ) | $ | 481,342 | $ | 681,544 |
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Capital
|
Other
|
||||||||||||||||||||||||||
Paid-in
|
Redemption
|
Comprehensive
|
Retained
|
|||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Reserve
|
Income
|
Earnings
|
Total
|
||||||||||||||||||||||
Balance at December 31, 2011
|
60,135,603 | $ | 5,055 | $ | 211,549 | $ | 44 | $ | (16,446 | ) | $ | 481,342 | $ | 681,544 | ||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||
Net income
|
- | - | - | - | - | $ | 55,420 | $ | 55,420 | |||||||||||||||||||
Currency translation adjustment
|
- | - | - | - | 4,494 | - | 4,494 | |||||||||||||||||||||
Currency impact on long-term
funding
|
- | - | - | - | 1,982 | - | 1,982 | |||||||||||||||||||||
Tax on currency impact of long
term funding
|
- | - | - | - | (356 | ) | - | (356 | ) | |||||||||||||||||||
Unrealized capital loss -
investments
|
- | - | - | - | 861 | - | 861 | |||||||||||||||||||||
Actuarial gain on defined benefit pension plan
|
- | - | - | - | 689 | - | 689 | |||||||||||||||||||||
Total comprehensive income
|
63,090 | |||||||||||||||||||||||||||
Exercise of share options
|
890,236 | 68 | 12,947 | - | - | - | 13,015 | |||||||||||||||||||||
Share based compensation expense
|
- | - | 11,521 | - | - | - | 11,521 | |||||||||||||||||||||
Share issue costs
|
- | - | (74 | ) | - | - | - | (74 | ) | |||||||||||||||||||
Repurchase of ordinary shares
|
(738,341 | ) | (56 | ) | - | 56 | - | (15,605 | ) | (15,605 | ) | |||||||||||||||||
Share repurchase costs
|
- | - | - | - | - | (190 | ) | (190 | ) | |||||||||||||||||||
Excess tax benefit on exercise
of options
|
- | - | 1,274 | - | - | 1,274 | ||||||||||||||||||||||
Balance at December 31, 2012
|
60,287,498 | $ | 5,067 | $ | 237,217 | $ | 100 | $ | (8,776 | ) | $ | 520,967 | $ | 754,575 |
Year Ended
December 31,
|
Year Ended
December 31,
|
Year Ended
December 31,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$ | 55,420 | $ | 22,880 | $ | 87,071 | ||||||
Adjustments to reconcile net income to net cash
|
||||||||||||
provided by operating activities:
|
||||||||||||
Loss on disposal of property, plant and equipment
|
233 | 136 | 136 | |||||||||
Depreciation expense
|
35,210 | 34,030 | 31,425 | |||||||||
Amortization of intangibles
|
7,613 | 4,652 | 2,448 | |||||||||
Amortization of government grants
|
(154 | ) | (115 | ) | (220 | ) | ||||||
Stock compensation expense
|
11,521 | 9,355 | 7,408 | |||||||||
Deferred taxes
|
(10,430 | ) | (6,121 | ) | 2,334 | |||||||
Changes in assets and liabilities:
|
||||||||||||
(Increase)/decrease in accounts receivable
|
(79,155 | ) | (32,081 | ) | 18,267 | |||||||
Decrease/(increase) in unbilled revenue
|
13,227 | (27,164 | ) | (4,887 | ) | |||||||
Decrease/(increase) in other receivables
|
1,125 | (1,669 | ) | 469 | ||||||||
(Increase)/decrease in prepayments and other current assets
|
682 | (1,345 | ) | (783 | ) | |||||||
Increase in other non current assets
|
(861 | ) | (233 | ) | (1,271 | ) | ||||||
Increase/(decrease) in payments on account
|
68,654 | 9,494 | (29,191 | ) | ||||||||
Increase/(decrease) in other current liabilities
|
17,035 | 20,390 | (13,848 | ) | ||||||||
Increase/(decrease) in other non current liabilities
|
189 | (613 | ) | 999 | ||||||||
Decrease in income taxes payable
|
(7,916 | ) | (2,753 | ) | (13,576 | ) | ||||||
Increase/(decrease) increase in accounts payable
|
1,038 | (8,652 | ) | 647 | ||||||||
Net cash provided by operating activities
|
113,431 | 20,191 | 87,428 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property, plant and equipment
|
(30,791 | ) | (35,284 | ) | (30,952 | ) | ||||||
Purchase of subsidiary undertakings and acquisition costs
|
(72,508 | ) | (69,836 | ) | (3,693 | ) | ||||||
Cash acquired with subsidiary undertaking
|
2,572 | 8,300 | - | |||||||||
Sale of short term investments
|
82,193 | 438 | 79,487 | |||||||||
Purchase of short term investments
|
(102,575 | ) | (56,000 | ) | (30,260 | ) | ||||||
Net cash (used in)/provided by investing activities
|
(121,109 | ) | (152,382 | ) | 14,582 | |||||||
Cash flows from financing activities:
|
||||||||||||
Drawdown of credit lines and facilities
|
20,000 | - | - | |||||||||
Repayment of credit lines and facilities
|
(20,000 | ) | - | - | ||||||||
Proceeds from the exercise of share options
|
13,015 | 4,665 | 13,168 | |||||||||
Share issuance costs
|
(74 | ) | (76 | ) | (51 | ) | ||||||
Excess tax benefit from the exercise of share options
|
1,274 | 681 | 2,345 | |||||||||
Repurchase of ordinary shares
|
(15,605 | ) | (9,005 | ) | - | |||||||
Share repurchase costs
|
(190 | ) | (113 | ) | - | |||||||
Receipt of government grant
|
340 | - | - | |||||||||
Repayment of other liabilities and finance lease obligations
|
- | - | (166 | ) | ||||||||
Net cash (used in)/provided by financing activities
|
(1,240 | ) | (3,848 | ) | 15,296 | |||||||
Effect of exchange rate movements on cash
|
3,728 | (430 | ) | (6,401 | ) | |||||||
Net (decrease)/increase in cash and cash equivalents
|
(5,190 | ) | (136,469 | ) | 110,905 | |||||||
Cash and cash equivalents at beginning of year
|
119,237 | 255,706 | 144,801 | |||||||||
Cash and cash equivalents at end of year
|
$ | 114,047 | $ | 119,237 | $ | 255,706 |
Year ended
December 31,
|
||||||||||||
(in thousands)
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Amounts (credited)/charged
|
$ | (1,231 | ) | $ | 391 | $ | 3,731 |
Years
|
||
Building
|
|
40
|
Office furniture and fixtures
|
|
8
|
Laboratory equipment
|
|
5
|
Motor vehicles
|
|
5
|
Computer equipment and software
|
|
2-8
|
Year Ended December 31,
|
||||||||||||
2012
|
2011
|
2010
|
||||||||||
Weighted average number of ordinary shares outstanding for
basic net income per ordinary share
|
59,968,174 | 60,379,338 | 59,718,934 | |||||||||
Effect of dilutive share options outstanding
|
482,532 | 691,348 | 918,169 | |||||||||
Weighted average number of ordinary shares outstanding for
diluted net income per ordinary share
|
60,450,706 | 61,070,686 | 60,637,103 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
At start of year
|
$ | 54,940 | $ | - | ||||
Additions
|
102,575 | 56,000 | ||||||
Disposals
|
(82,193 | ) | (438 | ) | ||||
Unrealized capital gain/(loss) - investments
|
861 | (622 | ) | |||||
At end of year
|
$ | 76,183 | $ | 54,940 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Opening goodwill
|
$ | 253,393 | $ | 175,860 | ||||
Current year acquisitions
|
55,759 | 83,656 | ||||||
Prior year acquisitions
|
1,382 | - | ||||||
Foreign exchange movement
|
4,907 | (6,123 | ) | |||||
Closing goodwill
|
$ | 315,441 | $ | 253,393 |
February 28
|
||||
2012
|
||||
(in thousands)
|
||||
Property, plant and equipment
|
$ | 256 | ||
Goodwill*
|
42,247 | |||
Intangible asset – customer relationships
|
10,237 | |||
Intangible asset – order backlog
|
405 | |||
Intangible asset – non-compete arrangements
|
392 | |||
Cash and cash equivalents
|
2,311 | |||
Accounts receivable
|
2,662 | |||
Unbilled revenue
|
1,140 | |||
Other current assets
|
236 | |||
Current liabilities
|
(7,788 | ) | ||
Liability arising from contingent consideration arrangement
|
(15,000 | ) | ||
Net assets acquired
|
$ | 37,098 |
Cash consideration
|
$ | 37,199 | ||
Working capital adjustment
|
(101 | ) | ||
Contingent consideration
|
15,000 | |||
Amount of total consideration
|
52,098 | |||
Liabilities included in preliminary purchase price allocation re
contingent consideration
|
(15,000 | ) | ||
Net assets acquired
|
$ | 37,098 |
Year Ended
|
||||||||
December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Net revenue
|
$ | 1,118,410 | $ | 964,388 | ||||
Net income
|
$ | 55,931 | $ | 25,363 | ||||
Basic earnings per share
|
$ | 0.93 | $ | 0.42 | ||||
Diluted earnings per share
|
$ | 0.93 | $ | 0.42 |
February 15
|
||||
2012
|
||||
(in thousands)
|
||||
Property, plant and equipment
|
$ | 172 | ||
Goodwill*
|
13,512 | |||
Intangible asset – customer relationships
|
1,761 | |||
Intangible asset – order backlog
|
376 | |||
Intangible asset – non-compete arrangements
|
97 | |||
Cash and cash equivalents
|
587 | |||
Accounts receivable
|
657 | |||
Unbilled revenue
|
176 | |||
Other current assets
|
228 | |||
Deferred tax liability
|
(559 | ) | ||
Current liabilities
|
(1,007 | ) | ||
Liability arising from contingent consideration arrangement
|
(7,000 | ) | ||
Net assets acquired
|
$ | 9,000 |
Cash consideration
|
$ | 9,000 | ||
Contingent consideration
|
7,000 | |||
Amount of total consideration
|
16,000 | |||
Liabilities included in preliminary purchase price allocation re
contingent consideration
|
(7,000 | ) | ||
Net assets acquired
|
$ | 9,000 |
Year Ended
|
||||||||
December 31,
|
||||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Net revenue
|
$ | 1,115,355 | $ | 989,942 | ||||
Net income
|
$ | 55,349 | $ | 22,549 | ||||
Basic earnings per share
|
$ | 0.92 | $ | 0.37 | ||||
Diluted earnings per share
|
$ | 0.92 | $ | 0.37 |
July 14
|
||||
2011
|
||||
(in thousands)
|
||||
Property, plant and equipment
|
$ | 687 | ||
Goodwill*
|
48,073 | |||
Intangible asset – technology asset
|
11,169 | |||
Intangible asset – customer relationships
|
5,243 | |||
Intangible asset – order backlog
|
1,172 | |||
Intangible asset - trade name
|
1,357 | |||
Cash and cash equivalents
|
1,965 | |||
Other current assets
|
3,713 | |||
Deferred tax liability
|
(2,367 | ) | ||
Other liabilities
|
(2,521 | ) | ||
Liability arising from contingent consideration arrangement
|
(44,028 | ) | ||
Net assets acquired
|
$ | 24,463 |
Cash consideration
|
$ | 24,463 | ||
Contingent consideration
|
44,028 | |||
Amount of total consideration
|
68,491 | |||
Liabilities included in preliminary purchase price allocation re
contingent consideration
|
(44,028 | ) | ||
Net assets acquired
|
$ | 24,463 |
*
|
Goodwill represents the cost of an established workforce with experience in the development of site performance and study management systems and process related efficiencies expected to be generated from the use of the Firecrest site performance management system and is not tax deductible.
|
Year Ended
|
||||||||
December 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Net revenue
|
$ | 952,729 | $ | 906,311 | ||||
Net income
|
$ | 25,851 | $ | 86,127 | ||||
Basic earnings per share
|
$ | 0.43 | $ | 1.44 | ||||
Diluted earnings per share
|
$ | 0.42 | $ | 1.42 |
January 14
|
||||
2011
|
||||
(in thousands)
|
||||
Property, plant and equipment
|
$ | 490 | ||
Goodwill*
|
36,432 | |||
Intangible asset – customer relationships
|
6,648 | |||
Intangible asset – order backlog
|
618 | |||
Cash and cash equivalents
|
6,015 | |||
Other current assets
|
6,792 | |||
Deferred tax liability
|
(2,003 | ) | ||
Other liabilities
|
(2,128 | ) | ||
Liability arising from contingent consideration arrangement
|
(12,474 | ) | ||
Net assets acquired
|
$ | 40,390 |
Cash consideration
|
$ | 28,114 | ||
Working capital adjustment
|
6,383 | |||
Put and call option
|
5,893 | |||
Contingent consideration
|
12,474 | |||
Amount of total consideration
|
52,864 | |||
Liabilities included in preliminary purchase price allocation
re contingent consideration
|
(12,474 | ) | ||
Net assets acquired
|
$ | 40,390 |
*
|
Goodwill represents the cost of established workforce with experience in specialist services in the areas of patient reported outcomes (PRO), health economics, epidemiology and translation and linguistic validation and is not tax deductible.
|
Year Ended
|
||||||||
December 31,
|
||||||||
2011
|
2010
|
|||||||
(in thousands)
|
||||||||
Net revenue
|
$ | 945,729 | $ | 919,524 | ||||
Net income
|
$ | 22,880 | $ | 91,524 | ||||
Basic earnings per share
|
$ | 0.38 | $ | 1.53 | ||||
Diluted earnings per share
|
$ | 0.37 | $ | 1.51 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Cost
|
(in thousands)
|
|||||||
Customer relationships acquired
|
$ | 33,951 | $ | 22,193 | ||||
Technology asset acquired
|
11,169 | 11,169 | ||||||
Order backlog
|
2,571 | 3,260 | ||||||
Tradenames acquired
|
1,357 | 1,357 | ||||||
Volunteer list acquired
|
1,325 | 1,325 | ||||||
Non-compete arrangements
|
489 | - | ||||||
Foreign exchange movement
|
(1,001 | ) | (1,728 | ) | ||||
Total cost
|
49,861 | 37,576 | ||||||
Accumulated amortization
|
(15,363 | ) | (9,467 | ) | ||||
Foreign exchange movement
|
(51 | ) | 151 | |||||
Net book value
|
$ | 34,447 | $ | 28,260 |
Year ended
December 31
(in thousands)
|
||||
2013
|
$ | 6,078 | ||
2014
|
5,800 | |||
2015
|
5,642 | |||
2016
|
5,048 | |||
2017
|
4,182 | |||
$ | 26,750 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Cost
|
||||||||
Land
|
$ | 3,325 | $ | 3,323 | ||||
Building
|
94,395 | 92,859 | ||||||
Computer equipment and software
|
189,455 | 179,850 | ||||||
Office furniture and fixtures
|
66,351 | 62,458 | ||||||
Laboratory equipment
|
32,724 | 32,156 | ||||||
Leasehold improvements
|
10,482 | 9,462 | ||||||
Motor vehicles
|
69 | 70 | ||||||
396,801 | 380,178 | |||||||
Less accumulated depreciation and asset write off
|
(228,428 | ) | (211,717 | ) | ||||
Property, plant and equipment (net)
|
$ | 168,373 | $ | 168,461 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Personnel related liabilities
|
$ | 90,902 | $ | 62,017 | ||||
Facility related liabilities
|
15,393 | 14,776 | ||||||
General overhead liabilities
|
22,776 | 24,520 | ||||||
Other liabilities
|
5,010 | 1,823 | ||||||
Short term government grants (note 11)
|
235 | 79 | ||||||
Restructuring and other items (note 14)
|
926 | 3,874 | ||||||
Acquisition consideration payable
|
45,850 | 37,615 | ||||||
Share repurchase program
|
- | 1,259 | ||||||
$ | 181,092 | $ | 145,963 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Personnel related liabilities | $ | 6,920 | $ | - | ||||
Defined benefit pension obligations, net (note 9)
|
$ | 4,720 | $ | 4,903 | ||||
Acquisition consideration payable
|
- | 11,903 | ||||||
Other non-current liabilities
|
2,672 | 3,232 | ||||||
$ | 14,312 | $ | 20,038 |
Change in benefit obligation
|
December 31,
2012
|
December 31,
2011
|
||||||
(in thousands)
|
||||||||
Benefit obligation at beginning of year
|
$ | 19,924 | $ | 16,482 | ||||
Service cost
|
242 | 212 | ||||||
Interest cost
|
964 | 931 | ||||||
Plan participants’ contributions
|
101 | 134 | ||||||
Benefits paid
|
(237 | ) | (109 | ) | ||||
Actuarial loss
|
405 | 2,621 | ||||||
Foreign currency exchange rate changes
|
1,128 | (347 | ) | |||||
Benefit obligation at end of year
|
$ | 22,527 | $ | 19,924 |
Change in plan assets
|
December 31,
2012
|
December 31,
2011
|
||||||
(in thousands) | ||||||||
Fair value of plan assets at beginning of year
|
$ | 15,021 | $ | 15,499 | ||||
Actual return on plan assets
|
1,810 | (604 | ) | |||||
Employer contributions
|
239 | 273 | ||||||
Plan participants’ contributions
|
101 | 135 | ||||||
Benefits paid
|
(237 | ) | (109 | ) | ||||
Foreign currency exchange rate changes
|
873 | (173 | ) | |||||
Fair value of plan assets at end of year
|
$ | 17,807 | $ | 15,021 |
Funded status
|
December 31,
2012
|
December 31,
2011
|
||||||
(in thousands)
|
||||||||
Projected benefit obligation
|
$ | (22,527 | ) | $ | (19,924 | ) | ||
Fair value of plan assets
|
17,807 | 15,021 | ||||||
Funded status
|
$ | (4,720 | ) | $ | (4,903 | ) | ||
Non-current other liabilities
|
$ | (4,720 | ) | $ | (4,903 | ) | ||
The following amounts were recorded in the consolidated statement of operations as components of the net periodic benefit cost/(credit)
|
December 31,
2012
|
December 31,
2011
|
December 31,
2010
|
||||||||||
(in thousands) | ||||||||||||
Service cost
|
$ | 242 | $ | 212 | $ | 184 | ||||||
Interest cost
|
964 | 931 | 746 | |||||||||
Expected return on plan assets
|
(895 | ) | (1,141 | ) | (980 | ) | ||||||
Amortization of net (gain)/loss
|
179 | - | - | |||||||||
Net periodic benefit (credit)/cost
|
$ | 490 | $ | 2 | $ | (50 | ) |
Year ended
|
||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Discount rate
|
4.7 | % | 5.4 | % | 5.7 | % | ||||||
Rate of compensation increase
|
3.5 | % | 4.0 | % | 4.0 | % | ||||||
Expected rate of return on plan assets
|
5.8 | % | 7.1 | % | 7.4 | % |
Accumulated other comprehensive income
|
December 31,
2012
|
December 31,
2011
|
December 31,
2010
|
|||||||||
(in thousands)
|
||||||||||||
Actuarial loss - benefit obligation
|
$ | 405 | $ | 2,621 | $ | 2,232 | ||||||
Actuarial (gain)/loss – plan assets
|
(915 | ) | 1,744 | (1,023 | ) | |||||||
Actuarial loss recognized in net periodic
benefit cost
|
(179 | ) | - | - | ||||||||
Total
|
$ | (689 | ) | $ | 4,365 | $ | 1,209 |
December 31,
2012
|
December 31,
2011
|
December 31,
2010
|
||||||||||
(in thousands)
|
||||||||||||
Net actuarial (gain)/loss
|
$ | 3,371 | $ | 4,060 | $ | (305 | ) | |||||
Total
|
$ | 3,371 | $ | 4,060 | $ | (305 | ) |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Discount rate
|
4.6 | % | 4.7 | % | ||||
Rate of compensation increase
|
3.4 | % | 3.5 | % |
Asset Category
|
Expected long-term
return per annum
|
|||
Equity
|
5.8 | % | ||
Bonds
|
4.6 | % |
Asset Category
|
December 31,
2012
|
December 31,
2011
|
||||||
Equity
|
90 | % | 90 | % | ||||
Bonds
|
10 | % | 10 | % | ||||
100 | % | 100 | % |
Quoted Prices in Active
Markets for Identical
Assets
|
||||
Level 1
|
||||
(in thousands)
|
||||
Cash
|
$ | 13 | ||
Equity Securities
|
||||
Legal and General UK Equity Index
|
6,404 | |||
Legal and General North America Equity Index
|
3,082 | |||
Legal and General Europe (ex UK) Equity Index
|
3,303 | |||
Legal and General Japan Equity Index
|
1,637 | |||
Legal and General Asia Pac (ex Japan) Equity Index
|
1,630 | |||
Fixed Income Securities
|
||||
Legal and General over 15 year Gilts Index
|
564 | |||
Legal and General AAA-AA-A Bonds Over 15 year Index
|
597 | |||
Legal and General over 5 year Index-Linked Gilts Index
|
577 | |||
$ | 17,807 |
(in thousands)
|
||||
2013
|
$ | 81 | ||
2014
|
81 | |||
2015
|
81 | |||
2016
|
81 | |||
2017
|
81 | |||
Years 2018 - 2022
|
$ | 406 |
Options Granted
Under Plans
|
Number of
Shares
|
Weighted
Average
Exercise Price
|
Weighted
Average Grant
Date Fair
Value
|
|||||||||||||
Outstanding at December 31, 2009
|
5,408,222 | 5,408,222 | $ | 18.99 | $ | 7.60 | ||||||||||
Granted
|
1,038,327 | 1,038,327 | $ | 24.34 | $ | 9.08 | ||||||||||
Exercised
|
(1,237,015 | ) | (1,237,015 | ) | $ | 10.64 | $ | 4.69 | ||||||||
Cancelled
|
(410,857 | ) | (410,857 | ) | $ | 25.86 | $ | 9.91 | ||||||||
Outstanding at December 31, 2010
|
4,798,677 | 4,798,677 | $ | 21.71 | $ | 8.47 | ||||||||||
Granted
|
989,449 | 989,449 | $ | 19.66 | $ | 8.20 | ||||||||||
Exercised
|
(430,340 | ) | (430,340 | ) | $ | 10.84 | $ | 4.80 | ||||||||
Cancelled
|
(454,968 | ) | (454,968 | ) | $ | 25.77 | $ | 9.87 | ||||||||
Outstanding at December 31, 2011
|
4,902,818 | 4,902,818 | $ | 21.87 | $ | 8.61 | ||||||||||
Granted
|
842,273 | 842,273 | $ | 22.01 | $ | 9.59 | ||||||||||
Exercised
|
(890,236 | ) | (890,236 | ) | $ | 14.62 | $ | 6.16 | ||||||||
Cancelled
|
(504,224 | ) | (504,224 | ) | $ | 25.14 | $ | 9.76 | ||||||||
Outstanding at December 31, 2012
|
4,350,631 | 4,350,631 | $ | 23.01 | $ | 9.17 | ||||||||||
Vested and exercisable at December 31, 2012
|
2,256,098 | 2,256,098 | $ | 23.54 | $ | 9.07 |
Options
Outstanding
Number of Shares
|
Weighted Average Exercise Price
|
Weighted Average
Fair Value
|
||||||||||
Non vested outstanding at December 31, 2011
|
2,534,310 | $ | 23.30 | $ | 9.11 | |||||||
Granted
|
842,273 | 22.01 | 9.59 | |||||||||
Vested
|
(985,264 | ) | 23.95 | 9.04 | ||||||||
Forfeited
|
(296,786 | ) | 23.60 | 9.17 | ||||||||
Non vested outstanding at December 31, 2012
|
2,094,533 | $ | 22.43 | $ | 9.17 |
Options Outstanding
|
Options Exercisable
|
||||||||||||||||||||
Range
Exercise
Price
|
Number of
Shares
|
Weighted
Average
Remaining
Contractual Life
|
Weighted
Average
Exercise Price
|
Number of
Shares
|
Weighted
Average
Exercise Price
|
||||||||||||||||
$8.60 | 12,940 | 0.13 | $ | 8.60 | 12,940 | $ | 8.60 | ||||||||||||||
$10.42 | 20,000 | 1.04 | $ | 10.42 | 20,000 | $ | 10.42 | ||||||||||||||
$11.00 | 274,767 | 1.09 | $ | 11.00 | 274,767 | $ | 11.00 | ||||||||||||||
$15.47 | 630 | 4.33 | $ | 15.47 | 270 | $ | 15.47 | ||||||||||||||
$15.84 | 103,000 | 4.33 | $ | 15.84 | 81,800 | $ | 15.84 | ||||||||||||||
$16.80 | 150,000 | 6.83 | $ | 16.80 | 30,000 | $ | 16.80 | ||||||||||||||
$17.17 | 30,000 | 6.85 | $ | 17.17 | 6,000 | $ | 17.17 | ||||||||||||||
$18.00 | 58,000 | 1.83 | $ | 18.00 | 58,000 | $ | 18.00 | ||||||||||||||
$18.98 | 9,000 | 3.87 | $ | 18.98 | 7,200 | $ | 18.98 | ||||||||||||||
$19.45 | 21,000 | 5.82 | $ | 19.45 | 1,200 | $ | 19.45 | ||||||||||||||
$20.16 | 2,000 | 5.87 | $ | 20.16 | 800 | $ | 20.16 | ||||||||||||||
$20.28 | 600,547 | 6.17 | $ | 20.28 | 149,058 | $ | 20.28 | ||||||||||||||
$20.59 | 185,000 | 7.14 | $ | 20.59 | - | $ | 20.59 | ||||||||||||||
$21.25 | 462,831 | 2.12 | $ | 21.25 | 462,831 | $ | 21.25 | ||||||||||||||
$21.76 | 1,000 | 2.31 | $ | 21.76 | 1,000 | $ | 21.76 | ||||||||||||||
$22.10 | 800 | 4.56 | $ | 22.10 | - | $ | 22.10 | ||||||||||||||
$22.26 | 415,953 | 4.15 | $ | 22.26 | 229,621 | $ | 22.26 | ||||||||||||||
$22.30 | 608,073 | 7.32 | $ | 22.30 | - | $ | 22.30 | ||||||||||||||
$22.60 | 2,000 | 2.65 | $ | 22.60 | 2,000 | $ | 22.60 | ||||||||||||||
$23.20 | 4,000 | 5.70 | $ | 23.20 | 1,600 | $ | 23.20 | ||||||||||||||
$23.66 | 9,580 | 7.57 | $ | 23.66 | - | $ | 23.66 | ||||||||||||||
$24.25 | 150,000 | 5.18 | $ | 24.25 | 150,000 | $ | 24.25 | ||||||||||||||
$24.46 | 507,728 | 5.17 | $ | 24.46 | 196,667 | $ | 24.46 | ||||||||||||||
$26.20 | 2,400 | 5.38 | $ | 26.20 | 960 | $ | 26.20 | ||||||||||||||
$26.27 | 2,000 | 3.81 | $ | 26.27 | 1,600 | $ | 26.27 | ||||||||||||||
$26.71 | 12,450 | 7.70 | $ | 26.71 | - | $ | 26.71 | ||||||||||||||
$27.91 | 2,000 | 5.41 | $ | 27.91 | 800 | $ | 27.91 | ||||||||||||||
$29.45 | 8,000 | 5.32 | $ | 29.45 | 3,200 | $ | 29.45 | ||||||||||||||
$35.33 | 685,932 | 3.15 | $ | 35.33 | 555,384 | $ | 35.33 | ||||||||||||||
$36.05 | 6,000 | 3.40 | $ | 36.05 | 6,000 | $ | 36.05 | ||||||||||||||
$36.20 | 2,000 | 3.33 | $ | 36.20 | 1,600 | $ | 36.20 | ||||||||||||||
$41.25 | 1,000 | 3.67 | $ | 41.25 | 800 | $ | 41.25 | ||||||||||||||
$8.60 - $41.25 | 4,350,631 | 4.67 | $ | 23.01 | 2,256,098 | $ | 23.54 |
Year Ended
|
||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Weighted average fair value
|
$ | 9.59 | $ | 8.20 | $ | 9.08 | ||||||
Assumptions:
|
||||||||||||
Expected volatility
|
50 | % | 45 | % | 45 | % | ||||||
Dividend yield
|
0 | % | 0 | % | 0 | % | ||||||
Risk-free interest rate
|
0.83 | % | 1.4 | % | 1.5 | % | ||||||
Expected life
|
5.0 years
|
5.0 years
|
4.05 years
|
RSU Outstanding
Number of Shares
|
Weighted
Average
Fair Value
|
Weighted
Average
Remaining
Contractual Life
|
||||||||||
Outstanding at December 31, 2011
|
365,000 | $ | 19.46 | |||||||||
Awarded
|
281,000 | $ | 21.64 | |||||||||
Ordinary shares issued
|
- | - | ||||||||||
Forfeited
|
(150,000 | ) | $ | 20.89 | ||||||||
Outstanding at December 31, 2012
|
496,000 | $ | 20.26 | 1.96 |
Year ended
|
||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Direct costs
|
$ | 6,007 | $ | 5,155 | $ | 4,049 | ||||||
Selling, general and administrative
|
$ | 4,894 | $ | 4,200 | $ | 3,359 | ||||||
Restructuring and other non-recurring items (note 14)
|
$ | 620 | - | - | ||||||||
Total compensation costs
|
$ | 11,521 | $ | 9,355 | $ | 7,408 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Received
|
$ | 3,473 | $ | 3,133 | ||||
Less accumulated amortization
|
(2,148 | ) | (1,994 | ) | ||||
Foreign exchange translation adjustment
|
337 | 291 | ||||||
1,662 | 1,430 | |||||||
Less current portion
|
(235 | ) | (79 | ) | ||||
$ | 1,427 | $ | 1,351 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 12,157 | $ | (33,732 | ) | $ | 37,298 | |||||
United States
|
11,371 | 13,317 | 12,276 | |||||||||
Other
|
43,693 | 49,410 | 43,150 | |||||||||
Income before provision for income taxes
|
$ | 67,221 | $ | 28,995 | $ | 92,724 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Provision for income taxes:
|
||||||||||||
Current:
|
||||||||||||
Ireland
|
$ | 1,684 | $ | 351 | $ | 4,522 | ||||||
United States
|
12,290 | 6,367 | (1,915 | ) | ||||||||
Other
|
8,257 | 5,518 | 712 | |||||||||
Total current tax
|
22,231 | 12,236 | 3,319 | |||||||||
Deferred expense/(benefit):
|
||||||||||||
Ireland
|
(287 | ) | (3,825 | ) | 788 | |||||||
United States
|
(9,715 | ) | (1,711 | ) | 1,322 | |||||||
Other
|
(428 | ) | (585 | ) | 224 | |||||||
Total deferred tax expense/(benefit)
|
(10,430 | ) | (6,121 | ) | 2,334 | |||||||
Provision for income taxes
|
11,801 | 6,115 | 5,653 | |||||||||
Impact on shareholders equity & OCI of the tax consequence of :
|
||||||||||||
Stock compensation expense
|
(1,274 | ) | (681 | ) | (2,345 | ) | ||||||
Currency impact of long term funding
|
356 | (294 | ) | 198 | ||||||||
Total
|
$ | 10,883 | $ | 5,140 | $ | 3,506 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Taxes at Irish statutory rate of 12.5% (2011:12.5%; 2012: 12.5%)
|
$ | 8,401 | $ | 3,625 | $ | 11,590 | ||||||
Foreign and other income taxed at higher/(reduced) rates
|
7,873 | 5,373 | (4,765 | ) | ||||||||
Research & development tax incentives
|
(4,954 | ) | (6,341 | ) | (1,927 | ) | ||||||
Movement in valuation allowance
|
1,557 | 4,362 | 822 | |||||||||
Prior year over provision in respect of foreign taxes
|
(678 | ) | (83 | ) | (285 | ) | ||||||
Effects of permanent items
|
(26 | ) | (615 | ) | 97 | |||||||
Other
|
(372 | ) | (206 | ) | 121 | |||||||
$ | 11,801 | $ | 6,115 | $ | 5,653 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Deferred tax liabilities:
|
||||||||||||
Property, plant and equipment
|
$ | 6,631 | $ | 7,331 | $ | 6,645 | ||||||
Goodwill
|
11,467 | 9,443 | 8,055 | |||||||||
Other intangible assets
|
2,707 | 3,525 | 223 | |||||||||
Accruals
|
77 | 1,185 | 149 | |||||||||
Other
|
88 | 97 | 835 | |||||||||
Unrealised FX
|
1,160 | - | - | |||||||||
Total deferred tax liabilities recognized
|
22,130 | 21,581 | 15,907 | |||||||||
Deferred tax assets:
|
||||||||||||
Net operating loss carry forwards
|
25,116 | 21,981 | 16,580 | |||||||||
Property, plant and equipment
|
2,345 | 1,324 | 882 | |||||||||
Accrued expenses and payments on account
|
19,382 | 11,652 | 6,607 | |||||||||
Stock options
|
5,586 | 4,818 | 3,522 | |||||||||
Deferred compensation expense
|
1,136 | 1,197 | 1,349 | |||||||||
Other
|
- | 214 | 90 | |||||||||
Unrealised FX
|
98 | - | - | |||||||||
Total deferred tax assets
|
53,663 | 41,186 | 29,030 | |||||||||
Valuation allowance for deferred tax assets
|
(18,817 | ) | (16,445 | ) | (12,290 | ) | ||||||
Deferred tax assets recognized
|
$ | 34,846 | $ | 24,741 | $ | 16,740 | ||||||
Net deferred tax asset
|
$ | 12,716 | $ | 3,160 | $ | 833 |
Federal
|
State
|
||||||||
NOL’s
|
NOL’s
|
||||||||
(in thousands)
|
|||||||||
2013- 2015 | $ | 113 | $ | 113 | |||||
2016- 2020 | 791 | 791 | |||||||
2021- 2032 | 8,742 | 16,940 | |||||||
$ | 9,646 | $ | 17,844 |
December 31,
|
December 31,
|
December 31,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Gross amount of unrecognized tax benefits at start of year
|
$ | 6,543 | $ | 8,566 | $ | 15,855 | ||||||
Increase related to prior year tax positions
|
1,167 | 304 | 189 | |||||||||
Decrease related to prior year tax positions
|
- | (36 | ) | (3,861 | ) | |||||||
Increase related to current year tax positions
|
1,473 | 482 | - | |||||||||
Settlements
|
(98 | ) | - | (289 | ) | |||||||
Lapse of statute of limitations
|
(1,896 | ) | (2,773 | ) | (3,328 | ) | ||||||
Gross amount of unrecognized tax benefits at end of year
|
$ | 7,189 | $ | 6,543 | $ | 8,566 |
Year Ended
|
||||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Restructuring charges
|
$ | 4,525 | 9,817 | - | ||||||||
Other items
|
1,111 | - | - | |||||||||
Net charge
|
$ | 5,636 | $ | 9,817 | - |
Workforce
|
Office
|
|||||||||||
Reductions
|
Consolidations
|
Total
|
||||||||||
(in thousands)
|
||||||||||||
Initial provision recognized
|
$ | 3,394 | $ | 1,250 | $ | 4,644 | ||||||
Cash payments
|
(3,030 | ) | (824 | ) | (3,854 | ) | ||||||
Foreign exchange movement
|
(4 | ) | - | (4 | ) | |||||||
Provision at December 31, 2012
|
$ | 360 | $ | 426 | $ | 786 |
Workforce
|
Office
|
|||||||||||
Reductions
|
Consolidations
|
Total
|
||||||||||
(in thousands)
|
||||||||||||
Q1 Plan - initial provision recognized
|
$ | 3,956 | $ | 1,046 | $ | 5,002 | ||||||
Q3 Plan - initial provision recognized
|
3,880 | 935 | 4,815 | |||||||||
Total provision recognized
|
$ | 7,836 | $ | 1,981 | $ | 9,817 | ||||||
Cash payments
|
(5,438 | ) | (251 | ) | (5,689 | ) | ||||||
Property, plant and equipment write-off
|
- | (55 | ) | (55 | ) | |||||||
Foreign exchange movement
|
(164 | ) | (35 | ) | (199 | ) | ||||||
Provision at December 31, 2011
|
$ | 2,234 | $ | 1,640 | $ | 3,874 | ||||||
Cash payments
|
(2,146 | ) | (1,203 | ) | (3,349 | ) | ||||||
Amounts released
|
(32 | ) | (95 | ) | (127 | ) | ||||||
Property, plant and equipment write-off
|
- | (263 | ) | (263 | ) | |||||||
Foreign exchange movement
|
(20 | ) | 25 | 5 | ||||||||
Provision at December 31, 2012
|
$ | 36 | $ | 104 | $ | 140 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Opening provision
|
$ | 5,526 | $ | 3,284 | ||||
Amounts used during the year
|
(756 | ) | (945 | ) | ||||
Amounts provided during the year
|
382 | 4,190 | ||||||
Amounts released during the year
|
(105 | ) | (1,003 | ) | ||||
Closing provision
|
$ | 5,047 | $ | 5,526 |
Minimum rental payments
|
||||
(in thousands)
|
||||
2013
|
$ | 40,412 | ||
2014
|
31,252 | |||
2015
|
24,827 | |||
2016
|
20,474 | |||
2017
|
14,694 | |||
Thereafter
|
32,267 | |||
Total
|
$ | 163,926 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 171,977 | $ | 88,869 | $ | 128,790 | ||||||
Rest of Europe
|
338,537 | 348,492 | 292,567 | |||||||||
U.S.
|
471,700 | 393,957 | 381,196 | |||||||||
Other
|
132,792 | 114,411 | 97,491 | |||||||||
Total
|
$ | 1,115,006 | $ | 945,729 | $ | 900,044 |
b)
|
The distribution of net revenue by business segment was as follows:
|
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | 87,467 | $ | 71,549 | $ | 63,813 | ||||||
Clinical research
|
1,027,539 | 874,180 | 836,231 | |||||||||
Total
|
$ | 1,115,006 | $ | 945,729 | $ | 900,044 |
c)
|
The distribution of income from operations by geographical area was as follows:
|
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2012
|
2012
|
||||||||||
Excluding Restructuring
and other
items, net
|
Restructuring
and other
items, net
|
Including
Restructuring
and other
items, net
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 11,733 | $ | (2,074 | ) | $ | 9,659 | |||||
Rest of Europe
|
29,786 | (546 | ) | 29,240 | ||||||||
U.S.
|
23,687 | (2,651 | ) | 21,036 | ||||||||
Other
|
8,447 | (365 | ) | 8,082 | ||||||||
Total
|
$ | 73,653 | $ | (5,636 | ) | $ | 68,017 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2011
|
2011
|
2011
|
||||||||||
Excluding Restructuring
and other
items, net
|
Restructuring
and other
items, net
|
Including Restructuring
and other
items, net
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | (33,139 | ) | $ | (1,564 | ) | $ | (34,703 | ) | |||
Rest of Europe
|
35,175 | (3,000 | ) | 32,175 | ||||||||
U.S.
|
30,127 | (5,253 | ) | 24,874 | ||||||||
Other
|
7,097 | - | 7,097 | |||||||||
Total
|
$ | 39,260 | $ | (9,817 | ) | $ | 29,443 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2010
|
2010
|
2010
|
||||||||||
Excluding Restructuring
and other
items, net
|
Restructuring
and other
items, net
|
Including Restructuring
and other
items, net
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 36,636 | - | $ | 36,636 | |||||||
Rest of Europe
|
24,212 | - | 24,212 | |||||||||
U.S.
|
25,017 | - | 25,017 | |||||||||
Other
|
6,230 | - | 6,230 | |||||||||
Total
|
$ | 92,095 | - | $ | 92,095 |
d)
|
The distribution of income from operations by business segment was as follows:
|
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2012
|
2012
|
||||||||||
Excluding Restructuring
and other
items, net
|
Restructuring
and other
items, net
|
Including Restructuring
and other
items, net
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | 4,059 | $ | (158 | ) | $ | 3,901 | |||||
Clinical research
|
69,594 | (5,478 | ) | 64,116 | ||||||||
Total
|
$ | 73,653 | $ | (5,636 | ) | $ | 68,017 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2011
|
2011
|
2011
|
||||||||||
Excluding Restructuring
and other
items, net
|
Restructuring
and other
items, net
|
Including Restructuring
and other
items, net
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | (661 | ) | $ | (1,545 | ) | $ | (2,206 | ) | |||
Clinical research
|
39,921 | (8,272 | ) | 31,649 | ||||||||
Total
|
$ | 39,260 | $ | (9,817 | ) | $ | 29,443 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2010
|
2010
|
2010
|
||||||||||
Excluding Restructuring
and other
items, net
|
Restructuring
and other
items, net
|
Including Restructuring
and other
items, net
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | (12,759 | ) | - | $ | (12,759 | ) | |||||
Clinical research
|
104,854 | - | 104,854 | |||||||||
Total
|
$ | 92,095 | - | $ | 92,095 |
e)
|
The distribution of property, plant and equipment, net, by geographical area was as follows:
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Ireland
|
$ | 110,369 | $ | 109,953 | ||||
Rest of Europe
|
16,115 | 16,419 | ||||||
U.S.
|
32,400 | 33,086 | ||||||
Other
|
9,489 | 9,003 | ||||||
Total
|
$ | 168,373 | $ | 168,461 |
f)
|
The distribution of property, plant and equipment, net, by business segment was as follows:
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Central laboratory
|
$ | 17,138 | $ | 18,292 | ||||
Clinical research
|
151,235 | 150,169 | ||||||
Total
|
$ | 168,373 | $ | 168,461 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 17,885 | $ | 15,192 | $ | 11,840 | ||||||
Rest of Europe
|
7,211 | 7,057 | 5,543 | |||||||||
U.S.
|
13,865 | 12,427 | 12,422 | |||||||||
Other
|
3,862 | 4,006 | 4,068 | |||||||||
Total
|
$ | 42,823 | $ | 38,682 | $ | 33,873 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | 4,142 | $ | 3,721 | $ | 4,888 | ||||||
Clinical research
|
38,681 | 34,961 | 28,985 | |||||||||
Total
|
$ | 42,823 | $ | 38,682 | $ | 33,873 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Ireland
|
$ | 476,159 | $ | 414,510 | ||||
Rest of Europe
|
236,305 | 216,313 | ||||||
U.S.
|
437,756 | 355,577 | ||||||
Other
|
51,888 | 41,117 | ||||||
Total
|
$ | 1,202,108 | $ | 1,027,517 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Central laboratory
|
$ | 73,304 | $ | 54,361 | ||||
Clinical research
|
1,128,804 | 973,156 | ||||||
Total
|
$ | 1,202,108 | $ | 1,027,517 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 12,406 | $ | 16,987 | $ | 16,095 | ||||||
Rest of Europe
|
2,506 | 4,795 | 5,869 | |||||||||
U.S.
|
13,389 | 10,222 | 5,852 | |||||||||
Other
|
4,725 | 4,001 | 3,777 | |||||||||
Total
|
$ | 33,026 | $ | 36,005 | $ | 31,593 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | 2,375 | $ | 1,449 | $ | 3,991 | ||||||
Clinical research
|
30,651 | 34,556 | 27,602 | |||||||||
Total
|
$ | 33,026 | $ | 36,005 | $ | 31,593 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
Client A
|
18 | % | * | * | ||||||||
Client B
|
12 | % | 13 | % | * |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 464 | $ | 762 | $ | 1,277 | ||||||
Rest of Europe
|
661 | 364 | 406 | |||||||||
U.S.
|
3 | 18 | 22 | |||||||||
Other
|
23 | 50 | 56 | |||||||||
Total
|
$ | 1,151 | $ | 1,194 | $ | 1,761 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | 3 | $ | 18 | $ | 20 | ||||||
Clinical research
|
1,148 | 1,176 | 1,741 | |||||||||
Total
|
$ | 1,151 | $ | 1,194 | $ | 1,761 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Ireland
|
$ | 1,216 | $ | (3,475 | ) | $ | 5,310 | |||||
Rest of Europe
|
3,298 | 657 | (1,606 | ) | ||||||||
U.S.
|
3,669 | 4,656 | (593 | ) | ||||||||
Other
|
3,618 | 4,277 | 2,542 | |||||||||
Total
|
$ | 11,801 | $ | 6,115 | $ | 5,653 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Central laboratory
|
$ | (3,169 | ) | $ | (175 | ) | $ | (2,858 | ) | |||
Clinical research
|
14,970 | 6,290 | 8,511 | |||||||||
Total
|
$ | 11,801 | $ | 6,115 | $ | 5,653 |
Year ended
|
||||||||||||
December
|
December
|
December
|
||||||||||
2012
|
2011
|
2010
|
||||||||||
(in thousands)
|
||||||||||||
Non-cash interest on acquisition consideration payable*
|
$ | 940 | $ | 743 | $ | - | ||||||
Cash paid for interest
|
$ | 602 | $ | 388 | $ | 833 | ||||||
Cash paid for income taxes
|
$ | 18,475 | $ | 22,723 | $ | 14,634 |
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(in thousands)
|
||||||||
Currency translation adjustments
|
$ | 12,103 | $ | 7,609 | ||||
Currency impact on long term funding
|
(18,931 | ) | (20,913 | ) | ||||
Tax on currency impact on long term funding
|
1,184 | 1,540 | ||||||
Actuarial loss on defined benefit pension plan (note 9)
|
(3,371 | ) | (4,060 | ) | ||||
Unrealised capital gain/(loss) – investments (note 3)
|
239 | (622 | ) | |||||
Total
|
$ | (8,776 | ) | $ | (16,446 | ) |
February 15
|
||||
2013
|
||||
(in thousands)
|
||||
Property, plant and equipment
|
$ | 367 | ||
Cash and cash equivalents
|
939 | |||
Accounts receivable
|
11,614 | |||
Prepayments and other current assets
|
442 | |||
Income taxes receivable
|
2,646 | |||
Accounts payable
|
(306 | ) | ||
Other liabilities
|
(2,380 | ) | ||
Non-current other liabilities
|
(156 | ) | ||
Total
|
$ | 13,166 |
ICON plc
|
||
|
/s/ Brendan Brennan
|
|
Date March 6, 2013
|
Brendan Brennan
|
|
Chief Financial Officer
|
Exhibit
Number
|
Title
|
|
3.1*
|
Memorandum and Articles of Association of the Company (Amended as of December 17, 2012).
|
|
10.1*
|
Office Space Lease, dated November 20, 2012, between ICON Clinical Research SARLand MS Capitole SCI.
|
|
12.1*
|
Section 302 certifications.
|
|
12.2*
|
Section 906 certifications.
|
|
21.1
|
List of Subsidiaries (incorporated by reference to Item 4 of Form 20-F filed herewith).
|
|
23.1*
|
Consent of KPMG, Independent Registered Public Accounting Firm
|
|
101.1*
|
Interactive Data Files (XBRL – Related Documents)
|
1.
|
The name of the Company is Icon Public Limited Company.
|
2.
|
The Company is to be a public limited company.
|
3.
|
The objects for which the Company is established are:-
|
(1)
|
To carry on the business of an investment holding company and for that purpose to subscribe for, take, purchase or otherwise acquire and hold either in the name of the Company or in that of any nominee shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler, commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world generally to carry on business as an investment or holding company; and
|
|
(a)
|
to acquire any such shares, stock, debentures, debenture stock, bonds, notes, obligations, or securities by public offer, original subscription, contract, tender, purchase, exchange, underwriting, participation in syndicates or otherwise, and whether or not fully paid up, and to subscribe for the same subject to such terms and conditions (if any) as may be thought fit and to hold, sell or otherwise and generally to sell exchange or otherwise dispose of deal with or turn to account any of the assets of the Company or any securities or investments of the Company acquired or agreed so to be and to invest in or to acquire by repurchase or otherwise any securities or investments of the kind before enumerated and to vary the securities and investments of the Company from time to time;
|
|
(b)
|
to exercise and enforce all rights and powers conferred by or incidental to the ownership of any such shares, stock, obligations, or other securities including without prejudice to the generality of the foregoing all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof and to provide managerial and other executive supervisory or consultant services for, or in relation to, any company in which the Company is interested upon such terms as may be thought fit;
|
(c)
|
to apply for, purchase or otherwise acquire and protect, prolong and renew in any part of the world, any patents, patent rights, brevets d'invention, licences, trade marks, technology and know-how, protections, concessions and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention, process or privilege which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, manufacture under or grant licences or privileges in respect thereof or otherwise turn to account the property, rights and information so acquired, and to carry on any business in any way connected therewith, and to expend money in experimenting upon and testing and in improving, or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire; and
|
|
(d)
|
to do all or any of the above things in any part of the world and either as principals, agents, contractors, trustees or otherwise, and either by or through trustees, agents, sub-contractors or otherwise and either alone or in partnership or in conjunction with any person or company, and to contract for the carrying on of any operation connected with the Company's business by any person or company.
|
|
(2)
|
The carrying out of research in the fields of nutrition and metabolism and health with particular reference to the facts and problems appertaining to and effects of drugs, antibiotics, acids, alkalis, pharmaceutical, medicinal and chemical preparations, articles and compounds (whether of animal, vegetable or mineral origin), odours, liquids, foods, cosmetics, perfumes, pigments, oleaginous and vaporaceous substances and the effects of nutritional or metabolic status on pharmaconkinetics, pharmacodynamics, bioavailability, bioequivalence and metabolism of drugs.
|
|
(3)
|
The advancement in the knowledge of matters relating to the electromagnetics, radiation, ecology and environment and the pharmacologic effects of drugs, cosmetics, food substances, food additives and beverages.
|
|
(4)
|
To make provision and afford facilities for the training of approved persons with a view to preparing them as research workers in pharmacology, nutrition and metabolism, to encourage original research and to promote and grant scholarships and to conduct examinations and grant certificates and diplomas to such persons as satisfy the conditions prescribed by the Company (but so that no such certificate or diploma shall convey any statement expressing or implying that it is granted by or under the authority of the Departments of Health, Education, or any Government Department or Authority).
|
|
(5)
|
To carry on the business of data management and processing operations whether by automatic processing or otherwise and including but not limited to the collection, processing, keeping, use and disclosure of information in accordance with any applicable laws.
|
|
(6)
|
To carry on any other business except the issuing of policies of insurance which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights.
|
|
(7)
|
As an object of the Company and as a pursuit in itself or otherwise and whether for the purpose of making a profit or avoiding a loss or for any other purpose whatsoever (whether or not the Company derives any benefit therefrom), to engage in currency exchange and interest rate transactions and any other financial or other transactions of whatever nature, including (without limiting the foregoing) any transaction for the purposes of, or capable of being for the purposes of, avoiding, reducing, minimising, hedging against or otherwise managing the risk of any loss, cost, expense or liability existing, or which may arise, directly or indirectly, from a change or changes in any interest rate or currency exchange rate or in the price or value of any property, asset, commodity, index or liability or from any other risk or factor, including but not limited to dealings, whether involving purchases, sales or otherwise, in foreign and Irish currency, spot and forward exchange rate contracts, forward rate agreements, caps, floors and collars, futures, options, swaps, and any other currency interest rate and other hedging arrangements and such other instruments as are similar to, or derivatives of, any of the foregoing.
|
(8)
|
To invest any monies of the Company in such investments (including shares in the Company) and in such manner as may from time to time be determined and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.
|
|
(9)
|
To acquire by purchase, exchange, lease, fee farm grant or otherwise either for an estate in fee simple or for any lesser estate or other estate or interest whether immediate or reversionary, and whether vested or contingent, any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances, and to hold, farm, work, manage, sell, let, alienate, mortgage or charge any lands, tenements or hereditaments, or any estates or interests therein, and any reversions, interests, annuities, life policies, and any other property, real or personal, movable or immovable either absolutely or conditionally and either subject or not to any mortgage, charge, annuity, ground rent or other rent or encumbrance and generally to purchase, take on, lease or in exchange or otherwise acquire any real or personal property of any nature, including choses in action and any rights or privileges of any nature.
|
|
(10)
|
To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.
|
|
(11)
|
To establish and carry on and to promote the establishment and carrying on upon any property in which the Company has any interest of any business which may be conveniently carried on upon or in connection with such property and the establishment of which may seem calculated to enhance the value of the Company's interest in such property and to facilitate the disposal thereof.
|
|
(12)
|
To acquire and undertake the whole or any part of the undertaking, business, property and liabilities of any person or company carrying on any business which the Company is authorised to carry on or which is capable of being conducted so as to benefit the Company directly or indirectly or which is possessed of assets suitable for the purposes of the Company.
|
|
(13)
|
To lend money to such persons or companies either with or without security and upon such terms as may seem expedient and to guarantee the terms and provisions of any contracts or other obligations by any persons or companies and generally to give guarantees and indemnities for the obligations of any parties including the Company and whether or not the Company shall receive any consideration or other benefit for the same.
|
|
(14)
|
To borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock, perpetual or otherwise or by mortgage charge or lien charged upon all or any of the Company's property, both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities and by a similar mortgage charge or lien to secure the obligations of the Company under any guarantee, indemnity, counter indemnity, negotiable instrument or other security instrument issued or given by the Company.
|
|
(15)
|
To adopt such means of making known the Company and its products and services as may seem expedient.
|
(16)
|
To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on, lease or in exchange or otherwise acquire any real and personal property and rights or privileges.
|
(17)
|
To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company's holding company as defined by Section 155 of the Companies Act, 1963, or another subsidiary as defined by the said Section of the Company's holding company or otherwise associated with the Company in business and to grant indemnities of all kind whether with or without any such security as above mentioned.
|
|
(18)
|
To amalgamate with, merge with or otherwise become part of or associated with any other company or association in any manner permitted by law.
|
|
(19)
|
To enter into partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture, reciprocal concession or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.
|
|
(20)
|
To enter into any arrangement with any Government or authority supreme, municipal, local or otherwise that may seem conducive to the Company's objects or any of them and to obtain from any such government or authority, any rights, privileges and concessions which the Company may think it desirable to obtain, and to carry out exercise and comply with any such arrangements, rights, privileges and concessions.
|
|
(21)
|
To establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the Company or any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary, or who are or were at any time Directors or Officers of the Company or of any such other company, as aforesaid, or any person in whose welfare the Company or any such other company as aforesaid is or has been at any time interested and the wives, widows, families and dependants of any such persons, and also to establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interest and well being of the Company or of any other such company as aforesaid or of any such persons as aforesaid and to make payments for or towards the insurance of any such persons as aforesaid, and to subscribe or guarantee money for charitable, benevolent or political objects including the promotion of the arts and cultural artistic and literary matters generally or for any exhibition or for any public, general or useful object, and to do any of the matters aforesaid either alone or in conjunction with any such other company or other person as aforesaid.
|
|
(22)
|
To establish and maintain a share option scheme or share option schemes as the Company may from time to time determine for any persons who are in the employment or service of the company or any subsidiary of the Company or any company which is allied to or associated with the company or with any such subsidiary or any person who are directors or officers of the Company or of any such other company as aforesaid or any person acting as a consultant to the Company or any subsidiary of the Company or such other persons as the Company may from time to time determine.
|
|
(23)
|
To insure the life of any individual who may, in the opinion of the Company, be of value to the Company, as having or holding for the Company interest, goodwill, or influence or otherwise and to pay the premiums on such insurance.
|
(24)
|
To promote any company or companies for the purpose of acquiring all or any of the property, assets and/or liabilities of the Company or for any other purpose which may seem directly or indirectly calculated to benefit the Company.
|
|
(25)
|
To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company's capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.
|
|
(26)
|
To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.
|
|
(27)
|
To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.
|
|
(28)
|
To sell or dispose of the undertaking of the Company or any part thereof for such consideration as the Company may think fit and in particular for shares, debentures, or securities or any other company having objects in whole or in part similar to those of this Company.
|
|
(29)
|
To adopt such means of making known the products and business of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals, and by granting prizes, rewards, donations and other forms of sponsorship.
|
|
(30)
|
To obtain any provisional Order or Act of the Oireachtas or any licence certificate or other authority for enabling the Company to carry any of its objects into effect or for effecting any modification of the Company's constitution or for any other purpose which may seem expedient and to oppose any proceedings applications or intended legislation or regulation which may seem calculated directly or indirectly to prejudice the Company's interests.
|
|
(31)
|
To procure the Company to be registered or recognised in any country or place.
|
|
(32)
|
To promote freedom of contract and to resist, insure against, counteract and discourage interference therewith, to join any lawful federation, union or association, or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of, or interference with the Company's or any other trade or business, or providing or safe-guarding against the same, or resisting or opposing any strike movement or organisation which may be thought detrimental to the interests of the Company or its employees and to subscribe to any association or fund for any such purposes.
|
|
(33)
|
To do all or any of the above things in any part of the world and either as principal, agent, contractor, trustee or otherwise, and either by or through trustees, agents, sub-contractors or otherwise and either alone or in partnership or in conjunction with any person or company and to contract for the carrying on of any operation connected with the Company's business by any person or company.
|
|
(34)
|
To distribute any of the property of the Company in specie among the members.
|
|
(35)
|
To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.
|
NOTE A:
|
The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no way limited or restricted by reference to, or interference from, the terms of any other paragraph.
|
NOTE B:
|
It is hereby declared that the word "company" in this clause (except where it refers to this Company) shall be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.
|
4.
|
The liability of the members is limited.
|
5.
|
The share capital of the Company is €6,000,000 divided into 100,000,000 Ordinary Shares of €0.06 each.
|
Part I - Preliminary
|
1.
|
Interpretation
|
Part II - Share Capital and
Rights
|
2.
|
Share Capital
|
3.
|
Rights of Shares on issue
|
|
4.
|
Redeemable Shares
|
|
5.
|
Variation of rights
|
|
6.
|
Trusts not recognised
|
|
7.
|
Disclosure of interests
|
|
8.
|
Allotment of Shares
|
|
9.
|
Payment of commission
|
|
10.
|
Payment by instalments
|
|
Part III - Share Certificates
|
11.
|
Issue of certificates
|
12.
|
Replacement of certificates
|
|
Part IV - Lien on Shares
|
13.
|
Extent of lien
|
14.
|
Power of sale
|
|
15.
|
Power to effect transfer
|
|
16.
17.
|
Proceeds of sale
Liability of the Company to make payment
|
|
Part V - Calls on Shares and
Forfeiture
|
18.
|
Making of calls
|
19.
|
Time of call
|
|
20.
|
Liability of joint Holders
|
|
21
|
Interest on calls
|
|
22.
|
Amounts treated as calls
|
23.
|
Power to differentiate
|
||
24.
|
Interest on moneys advanced
|
||
25.
|
Notice requiring payment
|
||
26.
|
Power of disposal
|
||
27.
|
Effect of forfeiture
|
||
28.
|
Statutory declaration
|
||
29
|
Non-Payment of sums due on Share issues
|
||
Part VI - Conversion of Shares
into Stock
|
30.
|
Conversion of Shares into stock
|
|
31
|
Transfer of stock
|
||
32
|
Rights of stockholders
|
||
Part VII - Transfer of Shares
|
33
|
Form of instrument of transfer
|
|
34
|
Execution of instrument of transfer
|
||
35
|
Refusal to register transfers
|
||
36
|
Procedure on refusal
|
||
37
|
Closing of transfer books
|
||
38.
|
Absence of registration fees
|
||
39
|
Retention of transfer instruments
|
||
40.
|
Renunciation of allotment
|
||
Part IIX - Transmission of
Shares
|
41.
|
Death of member
|
|
42.
|
Transmission on death or bankruptcy
|
||
43.
|
Rights before registration
|
||
Part IX - Alteration of Share
Capital
|
44.
|
Increase of capital
|
|
45.
|
Consolidation, sub-division and cancellation of capital
|
||
46
|
Fractions on consolidation
|
||
47.
|
Reduction of capital
|
||
48.
|
Purchase of own Shares
|
||
Part X - General Meetings
|
49.
|
Annual general meetings
|
|
50.
|
Extraordinary general meetings
|
||
51
|
Convening general meetings
|
||
52
|
Notice of general meetings
|
||
Part XI - Proceedings at General
Meetings
|
53
|
Quorum for general meetings
|
|
54
|
Special business
|
||
55
|
Chairman of general meetings
|
56
|
Directors' and Auditors' right to attend general
meetings
|
||
57
|
Adjournment of general meetings
|
||
58
|
Determination of resolutions
|
||
59
|
Amendments to resolutions
|
||
60
|
Entitlement to demand poll
|
||
61
|
Taking of a poll
|
||
62
|
Votes of members
|
||
63
|
Chairman's casting vote
|
||
64
|
Voting by joint Holders
|
||
65
|
Voting by incapacitated Holders
|
||
66
|
Default in payment of calls
|
||
67
|
Restriction of voting and other rights
|
||
68
|
Time for objection to voting
|
||
69
|
Appointment of proxy
|
||
70
|
Bodies corporate acting by representatives at
meetings
|
||
71
72
|
Deposit of proxy instruments
Electronic proxy
|
||
73
|
Effect of proxy appointments
|
||
74
|
Effect of revocation of proxy or of an authorisation
|
||
Part XII - Directors
|
75
|
Number of Directors
|
|
76
|
Share qualification
|
||
77
|
Ordinary remuneration of Directors
|
||
78
|
Special remuneration of Directors
|
||
79
|
Expenses of Directors
|
||
80
|
Alternate Directors
|
||
Part XIIV - Powers of Directors
|
81
|
Directors' powers
|
|
82
|
Power to delegate
|
||
83
|
Appointment of attorneys
|
||
84
|
Local management
|
||
85
|
Borrowing powers
|
||
86
|
Execution of negotiable instruments
|
||
87
|
Provision for employees
|
||
Part XIV - Appointment and
Retirement of Directors
|
88
|
Retirement by rotation
|
|
89
|
Deemed reappointment
|
90
|
Eligibility for appointment as a Director
|
||
91
|
Appointment of additional Directors
|
||
Part XV- Disqualification and
Removal of Directors
|
92
|
Disqualification of Directors
|
|
93
|
Removal of Directors
|
||
Part XVI - Directors' Offices and
Interests
|
94
|
Executive offices
|
|
95
|
Disclosure of interests by Directors
|
||
96
|
Directors' interests
|
||
97
|
Restriction on Directors' voting
|
||
98
|
Entitlement to grant pensions
|
||
Part XVII - Proceedings of
Directors
|
99
|
Convening and regulation of Directors' meetings
|
|
100
|
Quorum for Directors' meetings
|
||
101
|
Voting at Directors' meetings
|
||
102
|
Telecommunication meetings
|
||
103
|
Chairman of the board of Directors
|
||
104
|
Validity of acts of Directors
|
||
105
|
Directors' resolutions or other documents in writing
|
||
Part XIIX - The Secretary
|
106
|
Appointment of Secretary
|
|
Part XIX - The Seal
|
107
|
Use of Seal
|
|
108
|
Seal for use abroad
|
||
109
|
Signature of sealed instruments
|
||
Part XX - Dividends and
Reserves
|
110
|
Declaration of dividends
|
|
111
|
Scrip dividends
|
||
112
|
Interim and fixed dividends
|
||
113
|
Payment of dividends
|
||
114
|
Deductions from dividends
|
||
115
|
Dividends in specie
|
||
116
|
Payment of dividends by post
|
||
117
|
Dividends not to bear interest
|
||
118
|
Payment to Holders on a particular date
|
||
119
|
Unclaimed dividends
|
||
120
|
Reserves
|
||
Part XXI - Accounts
|
121
|
Accounts
|
|
Part XXII -
Capitalisation of
Profits or Reserves
|
122
|
Capitalisation of profits and reserves
|
123
|
Capitalisation and use of non-distributable profits and
reserves
|
||
124
|
Implementation of capitalisation issues
|
||
Part XXIIV - Notices
|
125
|
Notices in writing
|
|
126
|
Service of notices and documents
|
||
127
|
Notices to members
|
||
128
|
Service on joint Holders
|
||
129
|
Service on transfer or transmission of Shares
|
||
130
|
Signature to notices
|
||
131
|
Deemed receipt of notices
|
||
Part XXIV - Winding up
|
132
133
|
Use of Electronic Communication
Distribution on winding up
|
|
134
|
Distribution in specie
|
||
Part XXV - Miscellaneous
|
135
|
Minutes of meetings
|
|
136
|
Inspection
|
||
137
|
Secrecy
|
||
138
|
Destruction of records
|
||
139
|
Untraced Shareholders
|
||
140
|
Register of Shareholders
|
||
141
|
Indemnity
|
(a)
|
The regulations contained in Table A in the First Schedule to the Companies Act, 1963 shall not apply to the Company.
|
||
(b)
|
In these Articles the following expressions shall have the following meanings:
|
||
"the Acts"
|
the Companies Acts, 1963 to 2012 and every statutory modification or re-enactment thereof for the time being in effect;
|
||
"the 1963 Act"
|
the Companies Act, 1963;
|
||
"the 1983 Act"
|
the Companies (Amendment) Act, 1983;
|
||
"the 1990 Act"
|
the Companies Act, 1990;
|
||
"address"
|
includes any number or address used for the purposes of communication by way of electronic mail or other Electronic Communication;
|
||
"Advanced
Electronic
Signature"
|
has the same meaning as under the Electronic Commerce Act, 2000 (as amended or supplemented from time to time);
|
||
"these Articles"
|
these articles of association as from time to time and for the time being in force;
|
||
"Associated
Company"
|
any company which for the time being is a subsidiary or a holding company of the Company, is a subsidiary of a holding company of the Company or is a company in which the Company or any of such companies as aforesaid shall for the time being hold shares entitling the holder thereof to exercise at least one-fifth of the votes at any general meeting of such company (not being voting rights which arise only in specified circumstances);
|
||
"the Auditors"
|
the auditors for the time being of the Company;
|
"the Board"
|
the board of Directors;
|
||
"Clear Days"
|
in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect or is deemed to take effect;
|
||
"the Company"
|
the company whose name appears in the head of these Articles;
|
||
"the Directors"
|
the directors for the time being of the Company;
|
||
"Electronic
Communication" |
has the same meaning as under the Electronic Commerce Act, 2000 (as amended or supplemented from time to time) and “electronic” and “electronically” shall be construed accordingly.;
|
||
"Electronic
|
|||
Signature"
|
has the same meaning as under the Electronic Commerce Act, 2000 (as amended or supplemented from time to time);
|
||
"Euro" or "€"
|
shall mean the Euro, the lawful currency of the State;
|
||
"the Group"
|
the Company and its subsidiaries from time to time and for the time being;
|
||
"the Holder"
|
in relation to any Share, the Member whose name is entered in the Register as the holder of the Share;
|
||
"holding company"
|
in relation to a company, a company of which such company is a subsidiary;
|
||
"Interest"
|
means any interest whatsoever in Shares (of any size) which would be taken into account in deciding whether a notification to the Company would be required under Chapter 2 of Part IV of the 1990 Act;
|
||
"in writing"
|
written, printed, photographed or lithographed or visibly expressed in all or any of those or any other modes of representing or reproducing words provided that it shall not include writing in electronic form except as provided in these Articles and/or where it constitutes writing in electronic form sent to either the Company or a member of the Company, the Company or member of the Company has agreed to receipt in such form;
|
||
"Member"
|
a member of the Company as defined in Section 31 of the 1963 Act;
|
||
"Nasdaq"
|
the National Association of Securities Dealers Automated Quotation national market system;
|
||
"the Office"
|
the registered office for the time being of the Company;
|
"Ordinary Shares"
|
ordinary shares of €0.06 each in the capital of the Company;
|
||
“Redeemable Shares”
|
means redeemable shares in accordance with section 206 of the 1990 Act;
|
||
"the Register"
|
the register of Members to be kept by the Company as required by the Acts;
|
||
“the Record Date”
|
a date and time specified by the Company for eligibility for voting at a general meeting which may not be more than 48 hours before the general meeting to which it relates (provided that Saturdays, Sundays and public holidays shall not be counted in the calculation of such 48 hour period);
|
||
"the Seal"
|
the common seal of the Company or (where relevant) the official securities seal kept by the Company pursuant to the Acts;
|
||
"the Secretary"
|
any person appointed to perform the duties of the Secretary of the Company;
|
||
"Shares"
|
means any Shares (whether issued or unissued) in the capital of the Company
|
||
"the State"
|
the Republic of Ireland;
|
||
"The Stock
Exchanges" |
NASDAQ and any other exchange on which Shares are listed from time to time;
|
||
"subsidiary"
|
a subsidiary within the meaning of Section 155 of the 1963 Act;
|
||
"the United
Kingdom" |
the United Kingdom of Great Britain and Northern Ireland;
|
||
"warrants to
subscribe" |
means a warrant or certificate or similar document indicating the right of the registered holder thereof (other than under a share option scheme for employees) to subscribe for Shares in the Company.
|
||
(c)
|
Expressions in these Articles referring to writing shall be construed, unless the contrary intention appears, as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form. Expressions in these Articles referring to execution of any document shall include any mode of execution whether under seal or under hand.
|
||
(d)
|
Unless specifically defined herein or the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Acts but excluding any statutory modification thereof not in force when these Articles become binding on the Company.
|
(e)
|
The headings and captions included in these Articles are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of these Articles.
|
|
(f)
|
References in these Articles to any enactment or any section or provision thereof shall mean such enactment, section or provision as the same may be amended and may be from time to time and for the time being in force.
|
|
(g)
|
In these Articles the masculine gender shall include the feminine and neuter, and vice versa, and the singular number shall include the plural and vice versa, and words importing persons shall include firms and companies.
|
|
(h)
|
References in these Articles to dollars or cents or $ shall mean the currency for the time being of the United States of America.
|
|
Part II - Share Capital and Rights
|
||
2.
|
Share Capital
|
|
The share capital of the Company is €6,000,000 divided into 100,000,000 Ordinary Shares of €0.06 each.
|
||
3.
|
Rights of Shares on issue
|
|
Without prejudice to any special rights previously conferred on the Holders of any existing Shares or class of Shares and subject to the provisions of the Acts, any Share may be issued with such rights or restrictions as the Company may by ordinary resolution determine.
|
||
4.
|
Redeemable Shares
|
|
Unless the Board of the Company elects to treat the acquisition as a purchase, an ordinary share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company (including any agent or broker acting on behalf of the Company) and any third party pursuant to which the Company acquires or will acquire ordinary shares, or an interest in ordinary shares, from the relevant third party. In these circumstances, the acquisition of such shares by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act.
|
||
5.
|
Variation of rights
|
|
(a)
|
Whenever the share capital is divided into different classes of shares, the rights attached to any class may be varied or abrogated with the consent in writing of the Holders of three-fourths in nominal amount 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 the Shares of the class (but not otherwise), and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up. The quorum at any such separate general meeting, other than an adjourned meeting, shall be two persons holding or representing by proxy at least one-third in nominal amount of the issued Shares of the class in question and the quorum at an adjourned meeting shall be one person holding Shares of the class in question or his proxy.
|
|
(b)
|
The rights conferred upon the Holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by these Articles or the terms of the issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or subordinate thereto.
|
6.
|
Trusts not recognised
|
||
Except as required by law, no person shall be recognised by the Company as holding any Share upon any trust, and the Company shall not be bound by or be compelled in anyway to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or any interest in any fractional part of a Share or (except only as by these Articles or by law otherwise provided) any other rights in respect of any Share except an absolute right to the entirety thereof in the Holder.
|
|||
7.
|
Disclosure of Interests
|
||
(a)
|
For the purposes of this Article:-
|
||
"Deemed Voting Concert Party Interest" means an agreement or arrangement between two or more persons with respect to, or to the exercise of, voting rights attaching to Shares and which is likely to result in those rights being exercised so as to influence or to control the policy of the Company or the management of its affairs which the Directors have deemed to be a Deemed Voting Concert Party Interest for the purposes of this Article 7 and, where the Directors so resolve, each of the persons who is party to such agreement or arrangement shall be deemed (for the purposes of this Article 7) to be interested in all the Shares to which the voting rights in question are attached and, in this definition, references to an arrangement include references to an understanding or mutual expectation, whether formal or informal and whether or not legally binding.
|
|||
"Disclosure Notice" means a notice served pursuant to Article 7(b) below;
|
|||
"Interest" means an interest (of any size) in the Relevant Share Capital which would be taken into account in deciding whether a notification to the Company would be required under Chapter 2 of Part IV of the 1990 Act but shall for all purposes include (the "Included Interests") (i) rights to subscribe for or convert into, or entitlements to acquire rights to subscribe for or convert into, shares which would on issue or conversion (as the case may be) be comprised in the Relevant Share Capital; (ii) the interests referred to in Section 78(l)(a), (c) and (g) of the 1990 Act except those of a bare or custodian trustee and of a simple trustee and (iii) any Deemed Voting Concert Party Interest; and "interested" shall be construed accordingly;
|
|||
"Relevant Share Capital" means the relevant share capital of the Company (as that expression is defined in Section 67(2) of the 1990 Act);
|
|||
"Share" means any share comprised in Relevant Share Capital.
|
|||
(b)
|
The Directors may by notice in writing require any Member, or other person appearing to be interested or to have been interested in Shares, to disclose to the Company in writing such information as the Directors shall require relating to the ownership of or any Interest in Shares as lies within the knowledge of such Member or other person (supported if the Directors so require by a statutory declaration and/or by independent evidence) including (without prejudice to the generality of the foregoing):-
|
||
(i)
|
any information which the Company is entitled to seek pursuant to Section 81 of the 1990 Act.
|
(c)
|
The Directors may give any number of Disclosure Notices pursuant to Article 7(b) above to the same Member or other person in respect of the same Shares.
|
|
(d)
|
The Directors may serve notice pursuant to the terms of this Article irrespective of whether or not the person on whom it shall be served may be dead, bankrupt, insolvent or otherwise incapacitated and no such incapacity or any unavailability of information or inconvenience or hardship in obtaining the same shall be a satisfactory reason for failure to comply with any such notice, provided that if the Directors in their absolute discretion think fit, they may waive compliance in whole or in part with any notice given under this Article in respect of a Share in any case of bona fide unavailability of information or genuine hardship or where they otherwise think fit but no such waiver shall prejudice or affect in any way any non-compliance not so waived whether by the person concerned or any other person appearing to the Directors to be interested in the Shares or by any person to whom a notice may be given at any time.
|
|
(e)
|
The provisions of Articles 125 to 132 inclusive shall apply to the service of notices required by this Article to be served.
|
|
(f)
|
Any resolution or determination of, or decision or exercise of any discretion or power by the Directors under or pursuant to the provisions of this Article shall be final and conclusive and things done by or on behalf of, or on the authority of, the Directors pursuant to the foregoing provisions of this Article shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to validity or otherwise on any ground whatsoever. The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Article.
|
|
(g)
|
The provisions of this Article are in addition to, and do not limit, any other right or power of the Company or the Directors, including any right vested in the Company or the Directors by the Acts.
|
|
8.
|
Allotment of Shares
|
|
|
|
|
(a)
|
The unissued Shares shall be at the disposal of the Directors and (subject to the provisions of these Articles and the Acts) they may allot, grant options over, deal with or otherwise dispose (with or without conferring a right of renunciation) of them on such terms and conditions and at such times as they may consider to be in the best interests of the Company and the Members but so that no Share shall be issued at a discount and so that, unless otherwise permitted under the Acts, where Shares are to be allotted and issued, the amount payable on application on each Share shall not be less than one-quarter of the nominal amount of the Share and the whole of any premium payable thereon.
|
|
(b)
|
Without prejudice to the generality of the powers conferred on the Directors by the other provisions of this Article, the Directors may grant from time to time options to subscribe for unallotted Shares in the capital of the Company to persons in the service or employment of or Directors of the Company or any subsidiary of the Company on such terms and subject to such conditions as may be approved from time to time by the Directors or any committee thereof appointed by the Directors for the purpose of such approval.
|
|
(c)
|
The Company may issue warrants to subscribe (by whatever name they are called) to any person to whom the Company has granted the right to subscribe for Shares in the Company (other than under a share option scheme for employees) certifying the right of the registered holder thereof to subscribe for Shares in the Company upon such terms and conditions as those upon which the right may have been granted.
|
9.
|
Payment of commission
|
The Company may exercise the powers of paying commissions conferred or permitted by the Acts. Subject to the provisions of the Acts, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid Shares or partly in one way and partly in the other. On any issue of Shares the Company may also pay such brokerage as may be lawful.
|
|
10.
|
Payment by instalments
|
If by the conditions of allotment of any Share the whole or part of the amount or issue price thereof shall be payable by instalments, every such instalment when due shall be paid to the Company by the person who for the time being shall be the Holder of the Share.
|
|
Part III - Share Certificates
|
|
11.
|
Certificates for Shares
|
Every Member shall be entitled without payment to receive one certificate for all the Shares of each class held by him or several certificates each for one or more of his Shares upon payment for every certificate after the first of such reasonable out of pocket expenses as the Directors may determine provided that the Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate to one joint Holder shall be a sufficient delivery to all of them. The Company shall not be bound to register more than four persons as joint Holders of any Share (except in the case of executors or trustees of a deceased Member). Every certificate shall be sealed with the Seal and shall specify the number, class and distinguishing number (if any) of the Shares to which it relates and the amount or respective amounts paid up thereon. The Board may determine, either generally or in a particular case, that any signature on certificates for shares (or certificates or agreements or other documents evidencing the issue by the Company of awards under any share option, share incentive or other form of employee benefit plans adopted by the Company from time to time) need not be autographic but may be affixed to such certificates, agreements or other documents by some mechanical means or may be facsimiles printed on such certificates, agreements or other documents.
|
|
Where some only of the Shares comprised in a share certificate are transferred the old certificate shall be cancelled and the new certificate for the balance of such Shares shall be issued in lieu without charge. | |
|
|
Any two or more certificates representing Shares of any one class held by any Member at his request may be cancelled and a single new certificate for such Shares issued in lieu, without charge unless the Directors otherwise determine. If any Member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more Share certificates representing such Shares in such proportions as he may specify, the Directors may comply, if they think fit, with such request, subject to the payment by him of such charge as may be determined by the Directors. | |
|
|
12.
|
Replacement of certificates
|
If a share certificate is defaced, worn out, lost, stolen or destroyed, it may be replaced on such terms (if any) as to evidence and indemnity and payment of any exceptional expenses incurred by the Company as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.
|
Part IV - Lien on Shares
|
||
13.
|
Extent of lien
|
|
The Company shall have a first and paramount lien on every Share (not being a fully paid Share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Directors, at any time, may declare any Share to be wholly or in part exempt from the provisions of this Article. The Company's lien on a Share shall extend to all moneys payable in respect of it.
|
||
14.
|
Power of sale
|
|
The Company may sell in such manner as the Directors determine any Share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice demanding payment, and stating that if the notice is not complied with the Shares may be sold, has been given to the Holder of the Share or to the person entitled to it by reason of the death or bankruptcy of the Holder.
|
||
15.
|
Power to effect transfer
|
|
To give effect to a sale the Directors may take such steps as the Directors consider are necessary or desirable in order to effect such sale and, for this purpose, may authorise some person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The transferee shall be entered in the Register as the Holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase moneys nor shall his title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
|
||
16.
|
Proceeds of sale
|
|
The net proceeds of the sale, after payment of the costs relating thereto, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the Shares sold or an indemnity in a form which is satisfactory to the Directors and subject to a like lien for any moneys not presently payable as existed upon the Shares before the sale) shall be paid to the person entitled to the Shares at the date of the sale.
|
||
17.
|
Liability of the Company to make payment
|
|
Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company (or any subsidiary of the Company) to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any Shares registered in the Register as held either jointly or solely by any Members or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Member by the Company on or in respect of any Shares registered as mentioned above or for or on account or in respect of any Member and whether in consequence of:
|
||
a) | the death of such Member; | |
|
||
b) | the non-payment of any income tax or other tax by such Member; |
c)
|
the non-payment of any estate, probate, succession, death, stamp or other duty by the executor or administrator of such Member or by or out of her estate; or
|
|
d)
|
any other act or thing;
|
|
in every such case:
|
a)
|
the Company shall be fully indemnified by such Member or her executor or administrator from all liability;
|
|
b)
|
the Company shall have a lien upon all dividends and other monies payable in respect of the Shares registered in the Register as held either jointly or solely by such Member for all monies paid or payable by the Company as referred to above in respect of such Shares or in respect of any dividends or other monies thereon or for or on account or in respect of such Member under or in consequence of any such law, together with interest at the rate of 15% per annum (or such other rate as the Board may determine) thereon from the date of payment to date of repayment, and the Company may deduct or set off against such dividends or other monies so payable any monies paid or payable by the Company as referred to above together with interest at the same rate;
|
|
c)
|
the Company may recover as a debt due from such Member or her executor or administrator (wherever constituted) any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period referred to above in excess of any dividends or other monies then due or payable by the Company; and
|
|
d)
|
the Company may if any such money is paid or payable by it under any such law as referred to above refuse to register a transfer of any Shares by any such Member or her executor or administrator until such money and interest is set off or deducted as referred to above or in the case that it exceeds the amount of any such dividends or other monies then due or payable by the Company, until such excess is paid to the Company.
|
Subject to the rights conferred upon the holders of any class of Shares, nothing in this Article 17 will prejudice or affect any right or remedy which any law may confer or purport to confer on the Company. As between the Company and every such Member as referred to above (and, her executor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.
|
Part V - Calls on Shares and Forfeiture
|
|
18.
|
Making of calls
|
Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their Shares and each Member (subject to receiving at least fourteen Clear Days' notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on his Shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part, and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for such call notwithstanding the subsequent transfer of the Shares in respect of which the call was made.
|
19.
|
Time of call
|
A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.
|
|
20.
|
Liability of joint Holders
|
The joint Holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.
|
|
21.
|
Interest on calls
|
If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the Share or in the notice of the call but the Directors may waive payment of the interest wholly or in part.
|
|
22.
|
Amounts treated as calls
|
An amount payable in respect of a Share on allotment or at any fixed date, whether in respect of nominal value or by way of premium, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.
|
|
23.
|
Power to differentiate
|
Subject to the terms of allotment, the Directors may make arrangements on the issue of Shares for different terms to apply as between the Holders in relation to the amounts and times of payment of calls on their Shares.
|
|
24.
|
Interest on moneys advanced
|
The Directors, if they think fit, may receive from any Member willing to advance same all or any part of the moneys uncalled and unpaid upon any Shares held by him, and upon all or any of the moneys so advanced may pay (until the same would, but for such advance, become payable) interest at such rate, not exceeding (unless the Company in general meeting otherwise directs) 15 per cent. per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.
|
|
25.
|
Notice requiring payment
|
(a)
|
If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter during such times as any part of the call or instalment remains unpaid, may serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.
|
|
(b)
|
The notice shall name a further day (not earlier than the expiration of fourteen Clear Days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.
|
(c)
|
If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any Shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited Shares and not paid before forfeiture. The Directors may accept a surrender of any Share liable to be forfeited hereunder.
|
|
(d)
|
On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the Member sued is entered in the Register as the Holder, or one of the Holders, of the Shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the Member sued, in accordance with these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.
|
26.
|
Power of disposal
|
A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposal the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a Share is to be transferred to any person, the Directors may take such steps as the Directors consider are necessary or desirable in order to effect such sale and, for this purpose, may authorise some person to execute an instrument of transfer of the Share to that person. The Company may receive the consideration, if any, given for the Share on any sale or disposal thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and thereupon he shall be registered as the Holder of the Share and shall not be bound to see to the application of the purchase moneys, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share and after the name of the transferee has been entered in the Register the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
|
|
27.
|
Effect of forfeiture
|
A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but nevertheless shall remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the Shares, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the Shares.
|
|
28.
|
Statutory declaration
|
A statutory declaration that the declarant is a Director or the Secretary of the Company, and that a Share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share.
|
|
29.
|
Non-payment of sums due on Share issues
|
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of the Share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
|
Part VI - Conversion of Shares into Stock
|
|
30.
|
Conversion of Shares into stock
|
The Company by ordinary resolution may convert any paid up Shares into stock and reconvert any stock into paid up Shares of any denomination.
|
|
31.
|
Transfer of stock
|
The holders of stock may transfer the same or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the Shares from which the stock arose might have been transferred before conversion, or as near thereto as circumstances admit; and the Directors may fix from time to time the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of each Share from which the stock arose.
|
|
32.
|
Rights of stockholders
|
(a)
|
The holders of stock shall have, according to the amount of stock held by them, the same rights, privileges and advantages in relation to dividends, voting at meetings of the Company and other matters as if they held the Shares from which the stock arose, but no such right, privilege or advantage (except participation in the dividends and profits of the Company and in the assets on winding up) shall be conferred by an amount of stock which, if existing in Shares, would not have conferred that right, privilege or advantage.
|
|
(b)
|
Such of these Articles as are applicable to paid up Shares shall apply to stock, and the words "Share" and "Shareholder" therein shall include "stock" and "stockholder".
|
Part VII - Transfer of Shares
|
|
33.
|
Form of instrument of transfer
|
Subject to such of the restrictions of these Articles and to such of the conditions of issue or transfer as may be applicable, the Shares of any Member may be transferred by instrument in writing (including writing in electronic form) in such form as the Board may approve from time to time.
|
|
34.
|
Execution of instrument of transfer
|
i)
|
The instrument of transfer of any Share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise). The instrument of transfer need not be signed by the transferee.
|
|
ii)
|
In the case of transfers to Cede & Co (or any other affiliate or nominee of Depositary Trust Company) the instrument of transfer shall not be effective until executed by:
|
(1)
|
the Secretary (or such person as may be nominated by the Secretary for this purpose) on behalf of the Company; and
|
|
(2)
|
by the transferor or alternatively by or on behalf of the transferor by the Secretary (or such person as may be nominated by the Secretary for this purpose) on behalf of the Company, and the Company shall be deemed to have been irrevocably appointed agent for the transferor of such Share or Shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such Share or Shares all such transfers of Shares held by the Members in the share capital of the Company.
|
Any document which records the name of the transferor, the name of the transferee, the class and number of Shares agreed to be transferred, the date of the agreement to transfer Shares, shall, once executed in accordance with this clause, be deemed to be a proper instrument of transfer for the purposes of section 81 of the 1963 Act.
|
||
iii)
|
In the case of transfers other than those to Cede & Co (or any other affiliate or nominee of Depositary Trust Company), the instrument of transfer of any Share shall be executed by the transferor or alternatively for and on behalf of the transferor by the Secretary (or such person as may be nominated by the Secretary for this purpose) on behalf of the Company, and the Company shall be deemed to have been irrevocably appointed agent for the transferor of such Share or Shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such Share or Shares all such transfers of Shares held by the Members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of Shares agreed to be transferred, the date of the agreement to transfer Shares, shall, once executed in accordance with this clause, be deemed to be a proper instrument of transfer for the purposes of section 81 of the 1963 Act.
|
|
iv)
|
The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.
|
|
v)
|
The Company, at its absolute discretion and insofar as the Companies Acts or any other applicable law permits, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of Shares on behalf of the transferee of such Shares of the Company. If stamp duty resulting from the transfer of Shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those Shares and (iii) to claim a first and permanent lien on the Shares on which stamp duty for the amount of stamp duty paid.
|
|
vi)
|
Upon every transfer of Shares the certificate (if any) held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, a new certificate may be issued without charge to the transferee in respect of the Shares transferred to them, and if any of the Shares included in the certificate so given up shall be retained by the transferor, a new certificate in respect thereof may be issued to them without charge. The Company shall also retain the instrument(s) of transfer.
|
35.
|
Refusal to register transfers
|
(a)
|
The Directors in their absolute discretion and without assigning any reason therefor may decline to register any transfer of a Share which is not fully paid save and however, that in the case of such a Share which is admitted to listing on any of The Stock Exchanges such restriction shall not operate so as to prevent dealings in such a Share of the Company from taking place on an open and proper basis.
|
|
(b)
|
The Directors shall not register any person as a Holder of any Share in the Company (other than an allottee under an issue of Shares by way of capitalisation of profits or reserves made pursuant to these Articles unless such person has furnished to the Directors a declaration (in such form as the Directors may from time to time prescribe) signed by him or on his behalf (or, in the case of a corporation, sealed by the corporation or signed on its behalf by an attorney or duly authorised officer of the corporation), together with such evidence as the Directors may require of the authority of any signatory on behalf of such person, stating (i) the name and nationality of any person who has an Interest in any such Share and (if such declaration or the Directors so require) the nature and extent of the Interest of each such person or (ii) such other information as the Directors may from time to time determine. The Directors shall in any case where they may consider it appropriate require such person to provide such evidence or give such information as to the matters referred to in the declaration as they think fit. The Directors shall decline to register any person as a Holder of a Share if such further evidence or information is not provided or given. The Directors shall, so long as they act reasonably and in good faith, be under no liability to the Company or to any other person if they register any person as the Holder of a Share on the basis of a declaration or other evidence or information provided pursuant to this Article which declaration, evidence or information appears on its face to be correct.
|
(c)
|
The Directors may decline to recognise any instrument of transfer unless:-
|
(i)
|
the instrument of transfer is fully and properly completed and is accompanied by the certificate of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;
|
||
(ii)
|
the instrument of transfer is in respect of one class of Share only;
|
||
(iii)
|
it is lodged at the Office or at such other place as the Directors may appoint;
|
||
(iv)
|
a registration statement under the Securities Act of 1933 of the United States of America is in effect with respect to such transfer or such transfer is exempt from registration and, if requested by the Board, a written opinion from counsel reasonably acceptable to the Board is obtained to the effect that such transfer is exempt from registration;
|
||
(iv)
|
the instrument of transfer is properly stamped (in circumstances where stamping is required);
|
||
(v)
|
in the case of a transfer to joint holders, the number of joint holders to which the Share is to be transferred does not exceed four;
|
||
(vi)
|
it is satisfied, acting reasonably, that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained;
|
||
(vii)
|
it is satisfied, acting reasonably, that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are party or subject; and
|
||
(viii)
|
the transfer would not bring the number of Members below seven (7).
|
(d)
|
The Company shall not be obligated to make any transfer to an infant or to a person in respect of whom an order has been made by a competent court or official on the grounds that she is or may be suffering from mental disorder or is otherwise incapable of managing her affairs or under other legal disability.
|
36.
|
Procedure on refusal
|
If the Directors refuse to register a transfer then, within two months after the date on which the transfer was lodged with the Company, they shall send to each of the transferor and the transferee notice of the refusal.
|
37.
|
Closing of transfer books
|
The registration of transfers of Shares either generally or in respect of any class of Shares may be suspended at such times and for such periods (not exceeding thirty days in each year) as the Directors may determine.
|
|
38.
|
Absence of registration fees
|
No fee shall be charged for the registration of any instrument of transfer or other document or instructions relating to or affecting the title to any Share
|
|
39.
|
Retention of transfer instruments
|
The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.
|
|
40.
|
Renunciation of allotment
|
Nothing in these Articles shall preclude the Directors from recognising a renunciation of the allotment of any Shares by the allottee in favour of some other person.
|
Part IIX- Transmission of Shares
|
|
41.
|
Death of Member
|
If a Member dies the survivor or survivors where he was a joint Holder, and his personal representatives where he was a sole Holder or the only survivor of joint Holders, shall be the only persons recognised by the Company as having any title to his interest in the Shares; but nothing herein contained shall release the estate of a deceased Member from any liability in respect of any Share which had been jointly held by him.
|
|
42.
|
Transmission on death or bankruptcy
|
A person becoming entitled to a Share in consequence of the death or bankruptcy of a Member may elect, upon such evidence being produced as the Directors may properly require, either to become the Holder of the Share or to have some person nominated by him registered as the transferee. If he elects to become the Holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the Share to that person. All of the provisions of these Articles relating to the transfer of Shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred.
|
43.
|
Rights before registration
|
A person becoming entitled to a Share by reason of the death or bankruptcy of a Member (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the Share) shall (notwithstanding that he is not entered on the Register as the holder of the Share) have the rights to which he would be entitled if he were the Holder of the Share, except that, before being registered as the Holder of the Share, he shall not be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of Shares in the Company, so, however, that the Directors, at any time, may give notice requiring any such person to elect either to be registered himself or to transfer the Share and, if the notice is not complied with within ninety days, the Directors thereupon may withhold payment of all dividends, bonuses or other moneys payable in respect of the Share until the requirements of the notice have been complied with.
|
|
Part IX - Alteration of Share Capital
|
|
44.
|
Increase of capital
|
a)
|
The Company from time to time by ordinary resolution may increase the share capital by such sum, to be divided into Shares of such amount, as the resolution shall prescribe.
|
|
b)
|
Subject to the provisions of the Acts, the new Shares shall be issued to such persons, upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors shall determine and in particular such Shares may be issued with a preferential or qualified right to dividends and in the distribution of the assets of the Company and with a special, or without any, right of voting.
|
|
c)
|
Except so far as otherwise provided by the conditions of issue or by these Articles, any capital raised by the creation of new Shares shall be considered part of the pre-existing ordinary capital and shall be subject to the provisions herein contained with reference to calls and instalments, transfer and transmission, forfeiture, lien and otherwise.
|
|
45.
|
Consolidation, sub-division and cancellation of capital | |
The Company, by ordinary resolution, may:- | ||
a)
|
consolidate and divide all or any of its share capital into Shares of larger amount;
|
|
b)
|
subject to the provisions of the Acts, subdivide its Shares, or any of them, into Shares of smaller amount, so however that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived (and so that the resolution whereby any Share is sub-divided may determine that, as between the Holders of the Shares resulting from such sub-division, one or more of the Shares may have, as compared with the others, any such preferred, deferred or other rights or be subject to any such restrictions as the Company has power to attach to unissued or new Shares); or
|
|
c)
|
cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and reduce the amount of its authorised share capital by the amount of the Shares so cancelled.
|
46.
|
Fractions on consolidation
|
Subject to the provisions of these Articles, whenever as a result of a consolidation of Shares any Members would become entitled to fractions of a Share, the Directors may sell, on behalf of those Members, the Shares representing the fraction for the best price reasonably obtainable to any person and distribute the proceeds of sale in due proportion among those Members, and the Directors may take such steps as the Directors consider are necessary or desirable in order to effect such sale and, for this purpose, may authorise any person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
|
|
47.
|
Reduction of capital
|
The Company, by special resolution, may reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law.
|
|
48.
|
Purchase of own Shares
|
Subject to the provisions of Part XI of the 1990 Act and the other provisions of this Article 48, the Company may:
|
i)
|
pursuant to section 207 of the 1990 Act, issue any Shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Directors;
|
|
ii)
|
redeem Shares of the Company on such terms as may be contained in, or be determined pursuant to the provisions of, these Articles. Subject as aforesaid, the Company may cancel any Shares so redeemed or may hold them as treasury shares and re-issue such treasury shares as Shares of any class or classes or cancel them;
|
|
iii)
|
subject to or in accordance with the provisions of the Companies Acts and without prejudice to any relevant special rights attached to any class of Shares, pursuant to section 211 of the 1990 Act, purchase any of its own Shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between Members or Members of the same class) whether in the market, by tender or by private arrangement at such prices and otherwise on such terms and conditions as the Board may from time to time determine and may cancel any shares so purchased or hold them as treasury (as defined by section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes or cancel them; or
|
|
iv)
|
pursuant to section 210 of the 1990 Act, convert any of its Shares into Redeemable Shares provided that the total number of Shares which shall be redeemable pursuant to this authority shall not exceed the limit in section 210(4) of the 1990 Act.
|
|
The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Acts.
|
||
The holder of the Shares being purchased shall be bound to deliver up to the Company at its registered office or such other place as the Board shall specify, the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to her the purchase or redemption monies or consideration in respect thereof.
|
Part X- General Meetings
|
|
49.
|
Annual general meetings
|
The Company shall hold in each year a general meeting as its annual general meeting in addition to any other meeting in that year and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.
|
|
50.
|
Extraordinary general meetings
|
All general meetings other than annual general meetings shall be called extraordinary general meetings.
|
|
51.
|
Convening general meetings
|
The Directors may convene general meetings. Extraordinary general meetings may also be convened by the Directors on such requisition, or in the event of default by the Directors may be convened by such requisitionists and in such manner, as may be provided by the Acts. If at any time there are not within the State sufficient Directors capable of acting to form a quorum, any Director or any two Members of the Company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which general meetings may be convened by the Directors.
|
|
52.
|
Notice of general meetings
|
a)
|
Subject to the provisions of the Acts allowing a general meeting to be called by shorter notice, an annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least twenty-one Clear Days' notice and all other extraordinary general meetings shall be called by at least fourteen Clear Days' notice.
|
|
b)
|
Any notice convening a general meeting shall specify the time and place of the meeting and, in the case of special business, the general nature of that business and, in reasonable prominence, that a Member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a Member of the Company. It shall also give particulars of any Directors who are to retire by rotation or otherwise at the meeting and of any persons who are recommended by the Directors for appointment or re- appointment as Directors at the meeting, or in respect of whom notice has been duly given to the Company of the intention to propose them for appointment or re-appointment as Directors at the meeting. Subject to any restrictions imposed on any Shares, the notice shall be given to all the Members and to the Directors and the Auditors.
|
|
c)
|
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.
|
|
d)
|
Where, by any provision contained in the Acts, extended notice is required of a resolution, the resolution shall not be effective (except where the Directors of the Company have resolved to submit it) unless notice of the intention to move it has been given to the Company not less than such number of days as the Acts permit before the meeting at which it is moved, and the Company shall give to the Members notice of any such resolution as required by and in accordance with the provisions of the Acts.
|
e)
|
The Directors may, for the purpose of controlling the level of attendance at any place specified for the holding of a general meeting, from time to time make such arrangements whether involving the issue of tickets (on a basis intended to afford to all Members otherwise entitled to attend such meeting an equal opportunity of being admitted to the meeting) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in place therefor and the entitlement of any Member or proxy to attend a general meeting at such place shall be subject to any such arrangements as may be for the time being in force and by the notice of meeting stated to apply to that meeting. In the case of any general meeting to which such arrangements apply the Directors shall, and in the case of any other general meeting the Directors may, when specifying the place of the general meeting, direct that the meeting shall be held at a place specified in the notice at which the chairman of the meeting shall preside ("the Principal Place") and make arrangements for simultaneous attendance and participation at other places by members otherwise entitled to attend the general meeting but excluded therefrom under the provisions of this Article or who wish to attend at any of such other places provided that persons attending at the Principal Place and at any of such other places shall be able to see and hear and be seen and heard by persons attending at the Principal Place and at such other places. Such arrangements for simultaneous attendance may include arrangements for controlling the level of attendance in any manner aforesaid at such other places provided that they shall operate so that any such excluded members as aforesaid are able to attend at one of such other places. For the purposes of all other provisions of these Articles any such meeting shall be treated as being held and taking place at the Principal Place.
|
Part XI - Proceedings at General Meetings
|
|
53.
|
Quorum for general meetings
|
a)
|
No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Except as provided in relation to an adjourned meeting, three Members, present in person or by proxy, entitled to vote upon the business to be transacted, shall be a quorum.
|
|
b)
|
If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine. If at the adjourned meeting such a quorum is not present within half an hour from the time appointed for the meeting, the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, two persons entitled to be counted in a quorum present at the meeting shall be a quorum.
|
54.
|
Special business
|
All business shall be deemed special that is transacted at an extraordinary general meeting. All business that is transacted at an annual general meeting shall also be deemed special with the exception of declaring a dividend, the consideration of the accounts, balance sheets and reports of the Directors and Auditors, the election of Directors in the place of those retiring (whether by rotation or otherwise), the fixing of the remuneration of the Directors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.
|
55.
|
Chairman of general meetings
|
a)
|
The chairman of the board of Directors or, in his absence, the deputy chairman (if any) or, in his absence, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company. If at any general meeting none of such persons shall be present within fifteen minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to be chairman of the meeting and, if there is only one Director present and willing to act, he shall be chairman.
|
|
b)
|
If at any meeting no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of the Members personally present to be chairman of the meeting.
|
56.
|
Directors' and Auditors' right to attend general meetings
|
A Director shall be entitled, notwithstanding that he is not a Member, to attend and speak at any general meeting and at any separate meeting of the Holders of any class of Shares in the Company. The Auditors shall be entitled to attend any general meeting and to be heard on any part of the business of the meeting which concerns them as the Auditors.
|
|
57.
|
Adjournment of general meetings
|
The chairman, with the consent of a meeting at which a quorum is present, may (and if so directed by the meeting, shall) adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for fourteen days or more or sine die, at least seven Clear Days' notice shall be given, in the same manner as it was given for the meeting, specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting.
|
|
58.
|
Determination of resolutions
|
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Unless a poll is so demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. Voting may also be undertaken by way of such electronic devices as are for the time being and from time to time approved by the Directors in their absolute discretion and all of the provisions of these Articles relating to voting shall be interpreted accordingly.
|
|
59.
|
Amendments to resolutions
|
Subject to the provisions of the Acts, if an amendment shall be proposed to any resolution under consideration but shall be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. Subject to the Acts and the other provisions of these Articles, in the case of a resolution duly proposed, no amendment thereto may be considered or voted upon unless the chairman in his absolute discretion decides that it may be considered or voted upon. |
60.
|
Entitlement to demand poll | |
Subject to the provisions of the Acts, a poll may be demanded:- | ||
a)
|
by the chairman of the meeting;
|
|
b)
|
by at least three Members present (in person or by proxy) having the right to attend and vote at the meeting;
|
|
c)
|
by any Member or Members present (in person or by proxy) representing in aggregate not less than one-tenth of the total voting rights of all the Members having the right to attend and vote at the meeting; or
|
|
d)
|
by a Member or Members present (in person or by proxy) holding Shares in the Company conferring the right to attend and vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right.
|
|
61.
|
Taking of a poll | |
a)
|
Save as provided in paragraph (b) of this Article and subject to compliance with the requirements of the Acts, a poll shall be taken in such manner (including by the use of a ballot, electronic devices, voting papers or tickets) as the chairman in his discretion may direct and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
|
|
b)
|
A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time (not being more than thirty days after the poll is demanded) and place as the chairman of the meeting may direct. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
|
|
c)
|
No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days' notice shall be given specifying the time and place at which the poll is to be taken.
|
|
62.
|
Votes of Members
|
|
(a)
|
A person shall be entered on the Register by the Record Date specified in respect of a general meeting in order to exercise the right of a member to participate and vote at the general meeting and any change to an entry on the Register after the Record Date shall be disregarded in determining the right of any person to attend and vote at the meeting.
|
|
(b)
|
Votes may be given either personally or by proxy. Subject to any rights or restrictions for the time being attached to any class or classes of Shares on a show of hands every Member present in person and every proxy shall have one vote, so, however, that no individual shall have more than one vote, and on a poll every Member shall have one vote for every Share carrying voting rights of which he is the Holder.
|
63.
|
Chairman's casting vote | ||
Where there is an equality of votes, whether on a show of hands or on a poll the chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition to any other vote he may have. | |||
64.
|
Voting by joint Holders | ||
Where there are joint Holders of a Share, the vote of the senior who tenders a vote, whether in person or by proxy, in respect of such Share shall be accepted to the exclusion of the votes of the other joint Holders; and for this purpose seniority shall be determined by the order in which the names of the Holders stand in the Register in respect of the Share. | |||
65.
|
Voting by incapacitated Holders | ||
A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction (whether in the State or elsewhere) in matters concerning mental disorder, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy on a show of hands or on a poll. | |||
Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote pursuant to this Article shall be deposited at the Office or at such other place as is specified in accordance with these Articles for the deposit of instruments of proxy, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. | |||
66.
|
Default in payment of calls | ||
Unless the Directors otherwise determine, no Member shall be entitled to vote at any general meeting or any separate meeting of the Holders of any class of Shares in the Company, either in person or by proxy, or to exercise any privilege as a Member in respect of any Share held by him unless all moneys then payable by him in respect of that Share have been paid. | |||
67.
|
Restriction of voting and other rights | ||
a)
|
If at any time the Directors shall determine that a Specified Event (as defined in paragraph (h)) shall have occurred in relation to any Share or Shares the Directors may serve a notice to such effect on the Holder or Holders thereof. Upon the expiry of a period of 14 days following the service of any such notice (in these Articles referred to as a "Restriction Notice") and for so long as such Restriction Notice shall remain in force, no Holder or Holders of the Share or Shares specified in such Restriction Notice ("the Relevant Shares") shall be entitled to attend or vote at any general meeting, either personally or by proxy in respect of such Relevant Shares; and the Directors shall, where the Restricted Shares represent not less than 0.25 per cent. of the total number of issued Shares of the same class of Shares as the Relevant Shares, be entitled: | ||
|
i)
|
to withhold payment of any dividend or other amount payable in respect of the Relevant Shares without any liability to pay interest thereon when such money is paid to the Member; and/or
|
ii)
|
to refuse to register any transfer of the Relevant Shares (other than a transfer made as part of a sale to a bona fide unconnected third party where evidence that such is the case has been provided to the Directors upon a request being made by them in writing to the Holder or Holders of the Relevant Shares) or any renunciation of new Shares or debentures made in respect thereof.
|
||
b)
|
A Restriction Notice shall be cancelled by the Directors as soon as reasonably practicable, but in any event not later than forty-eight hours after the Holder or Holders concerned or any other relevant person shall have remedied the default by virtue of which the Specified Event shall have occurred; | ||
c)
|
A Restriction Notice shall automatically cease to have effect in respect of any Share transferred upon registration of the relevant transfer provided that a Restriction Notice shall not cease to have effect in respect of any transfer where no change in the beneficial ownership of the Share shall occur and for this purpose it shall be assumed that no such change has occurred where a transfer form in respect of the Share is presented for registration having been stamped at a reduced rate of stamp duty by virtue of the transferor or transferee claiming to be entitled to such reduced rate as a result of the transfer being one where no beneficial interest passes. | ||
d)
|
The Directors shall cause a notation to be made in the Register against the name of any Holder or Holders in respect of whom a Restriction Notice shall have been served indicating the number of Shares specified in such Restriction Notice and shall cause such notation to be deleted upon cancellation or cesser of such Restriction Notice. | ||
e)
|
Where dividends or other payments are not paid as a result of restrictions imposed on Relevant Shares, such dividends or other payments shall accrue and shall be payable (without interest) upon the cancellation of the Restriction Notice. | ||
f)
|
Any determination of the Directors and any notice or request served by them pursuant to the provisions of this Article shall be conclusive as against the Holder or Holders of any Share and the validity of any notice or request served by the Directors in pursuance of this Article shall not be questioned by any person. | ||
g)
|
If, while any Restriction Notice shall remain in force in respect of any Holder or Holders of any Shares, such Holder or Holders shall be issued with any further Shares as a result of such Holder or Holders not renouncing any allotment of Shares made to him or them pursuant to a capitalisation issue under Articles 122 to 124, the Restriction Notice shall be deemed also to apply to such Holder or Holders in respect of such further Shares on the same terms and conditions as were applicable to the said Holder or Holders immediately prior to such issue of further Shares. | ||
h)
|
For the purpose of these Articles the expression "Specified Event" in relation to any Share shall mean either of the following events:- | ||
i)
|
the failure by the Holder or Holders thereof to pay any call or instalment of a call in the manner and at the time appointed for payment thereof; or
|
||
ii)
|
the failure by the Holder thereof or any of the Holders thereof or any other relevant person to comply, to the satisfaction of the Directors, with all or any of the terms of Section 81 of the 1990 Act and/or Article 7 in respect of any notice or notices given to him or any of them thereunder.
|
||
68.
|
Time for objection to voting | ||
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at such meeting shall be valid. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive. |
69.
|
Appointment of proxy | |
Every Member entitled to attend and vote at a general meeting may appoint a proxy (or, where Shares are held in different securities accounts more than one proxy, but so that the number of proxies appointed shall not exceed the number of securities accounts in which Shares are held by that Member) to attend, speak and vote on his behalf. A Member acting as an intermediary on behalf of a client may grant a proxy to each of his clients, or to any third party designated by a client to attend, speak and vote on his behalf. The appointment of a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor (or otherwise authenticated in such manner or form as the Directors may approve). Any signature on such appointment of a proxy need not be witnessed. A body corporate may execute a form of proxy under its common seal or under the hand of a duly authorised officer thereof. A proxy need not be a Member of the Company. No appointment of a proxy shall be valid after twelve months have elapsed from the date named in it as the date of its execution. | ||
70.
|
Bodies corporate acting by representatives at meetings | |
Any body corporate which is a Member of the Company may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual Member of the Company. | ||
71.
|
Deposit of proxy instruments | |
The appointment of a proxy and any authority under which it is executed (or otherwise authenticated in a manner approved by the Directors) or a copy of such authority or appointment (or the information contained therein), certified notarially or in some other way authenticated in a manner approved by the Directors, shall be delivered to or lodged at the Office or (at the option of the Member) at such other place or places (if any) as may be specified for that purpose in or by way of note to the notice convening the meeting not later than the Record Date in respect of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid. Provided that:
|
||
a)
|
in the case of a meeting which is adjourned to, or a poll which is to be taken on, a date not later than the Record Date applicable to the meeting which was adjourned or at which the poll was demanded, it shall be sufficient if the appointment of a proxy and any such authority and certification thereof as aforesaid is delivered to or lodged with the Secretary at the commencement of the adjourned meeting or the taking of the poll;
|
|
b)
|
an appointment of a proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require to be delivered again for the purposes of any subsequent meeting to which it relates;
|
|
c)
|
appointments of proxy may, provided they are received in legible form, be submitted by telefax to such telefax number as may be specified by the Secretary for such purpose provided that in the case of such telefax appointment of proxy, the Secretary shall have endorsed the same with a certificate stating that he is satisfied as to the authenticity thereof; and
|
d)
|
when two or more valid but differing appointments of a proxy are received in respect of the same shares for use at the same meeting, the one bearing the later date shall be treated as replacing and revoking the other; if the appointments are undated the last one received shall be treated as valid; and if the Company is unable to determine which was the last received, none shall be treated as valid, and a certificate endorsed by the Secretary stating that the appointment is valid or invalid, as the case may be, shall be conclusive for all purposes.
|
|
72.
|
Electronic proxy | |
Notwithstanding anything contained in these Articles, in relation to any Shares, the Directors may from time to time permit appointments of proxies to be made by electronic means (including without limitation by means of Electronic Communication generated and sent by Members to the Company via a website for this purpose using identification numbers communicated by or on behalf of the Company to each Member) in such manner or form and subject to such terms, conditions or restrictions as the Directors may, subject to and in accordance with the Acts, determine or approve from time to time in their absolute discretion. Subject as aforesaid, the Company and its Directors, Secretary or officers shall not be compelled to accept or receive any instrument appointing a proxy in accordance with this Article until such time as the Directors shall have advised (pursuant to any terms and conditions of Electronic Communication or otherwise) the Members in writing of the manner, form and restrictions (if any) by which such appointment may be made. The Directors may prescribe the method of determining the time at which any such appointment of a proxy is to be treated as received by the Company. The Directors may treat any such appointment which purports to be or is expressed to be sent on behalf of a Member as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Member. | ||
For the purposes of Article 72, the place to which the appointment of proxy should be delivered by the Member shall be such number or address (including any number or address used for the purpose of communication by way of electronic mail or other Electronic Communication) or identification number of a Member as is notified by the Directors to the Members whether by way of note to the notice convening the meeting or otherwise. | ||
73.
|
Effect of proxy appointments | |
a)
|
Delivery or lodging of an appointment of a proxy in respect of a meeting shall not preclude a Member from attending and voting at the meeting or at any adjournment thereof. A proxy shall have the right unless the contrary is stated in his appointment to exercise all or any of the rights of his appointer, or (where more than one proxy is appointed) all or any of the rights attached to the shares in respect of which he has been appointed the proxy to attend, to demand or join in demanding a poll and to speak and vote at a general meeting of the Company. Unless his appointment provides otherwise, a proxy may vote or abstain in his discretion on any resolution put to the vote. The appointment of a proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.
|
|
b)
|
Subject always to the provisions of the Acts, the appointment, and notification of any revocation of appointment of, a proxy, and the giving of voting instructions to a proxy shall be subject to such formal requirements as the Directors from time to time in their absolute discretion may consider necessary in order to ensure the correct identification of a Member's appointment, to ensure the correct identification of a proxy acting on foot of such appointment, and to ensure the correct determination of a Member's voting instructions.
|
74.
|
Effect of revocation of proxy or of an authorisation | ||
|
|||
A vote given or poll demanded in accordance with the terms of an appointment of a proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal or the revocation of the appointment of a proxy or of the authority under which the appointment of a proxy was executed or otherwise authenticated in a manner approved by the Directors (as the case may be) or of the resolution authorising the representative to act or transfer the Share in respect of which the appointment of a proxy or the authorisation of the representative to act was given, provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the Company at the Office or at such other address as may be specified in the notice of meeting or in the notes thereto at least one hour or such longer period as may be required by the Directors and so notified in the notice of meeting or in the notes thereto as aforesaid before the commencement of the meeting or adjourned meeting at which the appointment of a proxy is used or at which the representative acts PROVIDED HOWEVER that where such intimation is given in electronic form, it shall have been received by the Company at least 24 hours before the commencement of the meeting, or such other period as may be specified by the Directors and so notified in the notice of meeting or in the notes thereto as aforesaid before the commencement of the meeting or adjourned meeting at which the appointment of a proxy is used or at which the representative acts. | |||
The Directors may send, at the expense of the Company, by post, by electronic means or otherwise, to the Members appointments of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative. If for the purpose of any meeting invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the expense of the Company, such invitations shall be issued to all (and not to some only) of the Members entitled to be sent a notice of the meeting and to vote thereat by proxy. The accidental omission to issue the appointments of proxy herein referred to, or the non-receipt of any such invitation by any Member entitled to receive such invitation shall not invalidate the proceedings at any such meeting. | |||
Part XII - Directors | |||
75.
|
Number of Directors | ||
(a)
|
Unless otherwise determined by the Company in General Meeting the number of Directors shall not be more than fifteen nor less than three. The continuing Directors may act notwithstanding any vacancy in their body, provided that if the number of the Directors is reduced below the prescribed minimum the remaining Director or Directors shall appoint forthwith an additional Director or additional Directors to make up such minimum or shall convene a general meeting of the Company for the purpose of making such appointment. If there be no Director or Directors able or willing to act then any two Members may summon a general meeting for the purpose of appointing Directors. Any additional Director so appointed shall hold office (subject to the provisions of the Acts and these Articles) only until the conclusion of the annual general meeting of the Company next following such appointment unless he is re-elected during such meeting and he shall not retire by rotation at such meeting or be taken into account in determining the Directors who are to retire by rotation at such meeting.
|
||
76.
|
Share qualification | ||
A Director shall not require a Share qualification. |
77.
|
Ordinary remuneration of Directors | |
The ordinary remuneration of the Directors shall be determined from time to time by an ordinary resolution of the Company and shall be divisible (unless such resolution shall provide otherwise) among the Directors as they may agree, or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of the remuneration related to the period during which he has held office. | ||
78.
|
Special remuneration of Directors | |
Any Director who holds any executive office (including for this purpose the office of chairman or deputy chairman) or who serves on any committee, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine. | ||
79.
|
Expenses of Directors | |
The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the Holders of any class of Shares or of debentures of the Company or otherwise in connection with the discharge of their duties. | ||
80.
|
Alternate Directors | |
a)
|
Any Director may appoint by writing under his hand any person (including another Director) to be his alternate provided always that no such appointment of a person other than a Director as an alternate shall be operative unless and until such appointment shall have been approved by resolution of the Directors.
|
|
b)
|
An alternate Director shall be entitled, subject to his giving to the Company an address within the State, the United Kingdom or the United States of America, to receive notices of all meetings of the Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at any such meeting at which the Director appointing him is not personally present and in the absence of his appointor to exercise all the powers, rights, duties and authorities of his appointor as a Director (other than the right to appoint an alternate hereunder).
|
|
c)
|
Save as otherwise provided in these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the Director appointing him. The remuneration of any such alternate Director shall be payable out of the remuneration paid to the Director appointing him and shall consist of such portion of the last mentioned remuneration as shall be agreed between the alternate and the Director appointing him.
|
|
d)
|
A Director may revoke at any time the appointment of any alternate appointed by him. If a Director shall die or cease to hold the office of Director the appointment of his alternate shall thereupon cease and determine but if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an alternate Director made by him which was in force immediately prior to his retirement shall continue after his re-appointment.
|
|
e)
|
Any appointment or revocation pursuant to this Article may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors and may bear a printed or facsimile signature of the Director making such appointment or revocation or in any other manner approved by the Directors.
|
Part XIIV - Powers of Directors | ||
81.
|
Directors' powers | |
Subject to the provisions of the Acts, the Memorandum of Association of the Company and these Articles and to any directions by the Members given by ordinary resolution, not being inconsistent with these Articles or with the Acts, the business of the Company shall be managed by the Directors who may do all such acts and things and exercise all the powers of the Company as are not by the Acts or by these Articles required to be done or exercised by the Company in general meeting. No alteration of the Memorandum of Association of the Company or of these Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. | ||
82.
|
Power to delegate | |
Without prejudice to the generality of the last preceding Article, the Directors may delegate (with power to sub- delegate) any of their powers to any Managing Director or any other Director holding any other executive office and to any committee consisting of one or more Directors together with such other persons (if any) as may be appointed to such committee by the Directors provided that a majority of the members of each committee appointed by the Directors shall at all times consist of Directors and that no resolution of any such committee shall be effective unless a majority of the members of the committee present at the meeting at which it was passed are Directors. Insofar as any such power or discretion is delegated to a committee any reference in these Articles to the exercise by the Directors of the power or discretion so delegated shall be read and construed as if it were a reference to the exercise thereof by such a committee. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying. | ||
83.
|
Appointment of attorneys | |
The Directors, from time to time and at any time by power of attorney under seal, may appoint any company, firm or person or fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit. Any such power of attorney may contain such provisions for the protection of persons dealing with any such attorney as the Directors may think fit and may authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. | ||
84.
|
Local management | |
Without prejudice to the generality of Articles 82 and 83 the Directors may establish any committees, local boards or agencies for managing any of the affairs of the Company, either in the State or elsewhere, and may appoint any persons to be members of such committees, local boards or agencies and may fix their remuneration and may delegate to any committee, local board or agent any of the powers, authorities and discretions vested in the Directors with power to sub-delegate and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person dealing in good faith with any such committee, local board or agency, without notice of any such removal, annulment or variation shall be affected thereby. |
85.
|
Borrowing powers | |
The Directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property, assets, and uncalled capital or any part thereof subject to Part III of the 1983 Act and to issue debentures, debenture stock and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party, without any limitation as to amount. | ||
86.
|
Execution of negotiable instruments | |
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall determine from time to time by resolution. | ||
87.
|
Provision for employees | |
The Directors may exercise any power conferred by the Acts to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries in connection with the cessation or the transfer to any person of the whole or any part of the undertaking of the Company or that subsidiary. | ||
Part XIV - Appointment and Retirement of Directors | ||
88.
|
Retirement by rotation | |
a)
|
At each annual general meeting of the Company one third of the Directors who are subject to retirement by rotation, rounded down to the next whole number if it is a fractional number, shall retire from office, but if there is only one Director who is subject to retirement by rotation then he shall retire.
|
|
b)
|
The Directors (including any Directors holding executive office pursuant to these Articles) to retire by rotation shall be those who have been longest in office since their last appointment or reappointment but as between persons who became or were last reappointed Directors on the same day those to retire shall be determined (unless they otherwise agree among themselves) by lot.
|
|
c)
|
A Director who retires at an annual general meeting may be reappointed, if willing to act. If he is not reappointed (or deemed to be reappointed pursuant to these Articles) he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.
|
|
d)
|
Notwithstanding any other provision of this Article, if any of the Directors who are Directors of the Company on the date of adoption of these Articles retires prior to or at the Third Annual General Meeting held following the date of adoption of these Articles, other than in accordance with the provisions of this Article (a "Retiring Director"), any Director appointed to replace any such Director or, for the avoidance of doubt, any Director taking the place on the Board originally held by a Retiring Director (in each case a "Substitute Director") shall be deemed to have been appointed a Director of the Company on the date on which the Retiring Director was appointed a Director of the Company, solely for the purpose of determining which of the Directors are to retire by rotation in accordance with the provisions of this Article. If no Director is appointed to replace any such Retiring Director or any Substitute Director then, notwithstanding that no such Director is appointed, none of the Directors of the Company on the date of adoption of these Articles shall be required to retire in accordance with the provisions of this Article at an earlier date than he could otherwise have been required to retire had such Retiring Director not retired and the number of Directors to retire at any annual general meeting in accordance with the provisions of this Article shall accordingly be reduced, if necessary. The terms of this Article shall cease to apply following the Third Annual General Meeting held following the date of adoption of these Articles.
|
89.
|
Deemed reappointment | |
If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy, the retiring Director, if willing to act, shall be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or a resolution for the reappointment of the Director is put to the meeting and lost. | ||
90.
|
Eligibility for appointment as a Director | |
a)
|
No person other than a Director retiring by rotation shall be appointed a Director at any annual general meeting unless he is recommended by the Directors or unless a draft resolution for the appointment of such person (accompanied by the particulars which would be required, if he were to be so appointed, to be included in the Company's register of Directors together with a notice executed by that person of his willingness to be appointed) shall have been proposed by a Member or Members holding not less than three per cent of the issued share capital, representing not less than three per cent of the total voting rights of all the Members who have a right to vote at the meeting, received by the Company in hardcopy form or in electronic form at least forty-two days before the meeting to which it relates, and passed at that meeting in compliance with the Acts and these Articles.
|
|
b)
|
In the case of a general meeting other than an annual general meeting, no person other than a Director retiring as aforesaid or a person recommended by the Directors shall be appointed unless not less than fourteen nor more than thirty Clear Days before the date appointed for the meeting, a draft resolution for the appointment of such person (accompanied by the particulars which would be required, if he were to be so appointed, to be included in the Company's register of Directors together with a notice executed by that person of his willingness to be appointed) shall have been proposed by a Member or Members holding not less than three per cent of the issued share capital, representing not less than three per cent of the total voting rights of all the Members who have a right to vote at the meeting, received by the Company in hardcopy form or in electronic form, and passed at that meeting in compliance with the Acts and these Articles.
|
|
|
||
c)
|
No Director shall be required to retire on account of age.
|
|
91.
|
Appointment of additional Directors | |
Subject as aforesaid, the Company by ordinary resolution may appoint a person to be a Director either to fill a vacancy or as an additional Director and may also determine the rotation in which any additional Directors are to retire. |
The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof.
|
||
Part XV - Disqualification and Removal of Directors | ||
92.
|
Disqualification of Directors | |
The office of a Director and, in the case of (f) the office of the chairman, shall be vacated ipso facto if:- | ||
a)
|
he ceases to be a Director by virtue of any provision of the Acts or he becomes prohibited by law from being a Director;
|
|
b)
|
he becomes bankrupt or makes any arrangement or composition with his creditors generally;
|
|
c)
|
in the opinion of a majority of his co-Directors, he becomes incapable by reason of mental disorder of discharging his duties as a Director;
|
|
d)
|
(not being a Director holding for a fixed term an executive office in his capacity as a Director) he resigns his office by notice to the Company;
|
|
e)
|
he is convicted of an indictable offence, unless the Directors determine otherwise;
|
|
f)
|
he shall have been absent for more than six consecutive months without permission of the Directors from meetings of the Directors held during that period and his alternate Director (if any) shall not have attended any such meeting in his place during such period and the Directors pass a resolution that by reason of such absence he has vacated office;
|
|
g)
|
he is removed from office by notice in writing served upon him signed by all his co-directors; if he holds an appointment to an executive office which thereby automatically determines, such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between him and the Company.
|
|
93.
|
Removal of Directors | |
The Company, by ordinary resolution of which extended notice has been given in accordance with the provisions of the Acts, may remove any Director before the expiry of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director and may, if thought fit, by ordinary resolution appoint another Director in his stead. The person appointed shall be subject to retirement at the same time as if he had become a Director on the date on which the Director in whose place he is appointed was last appointed a Director. Nothing in this Article shall be taken as depriving a person removed hereunder of compensation or damages payable to him in respect of the termination of his appointment as Director or of any appointment terminating with that of Director. |
Part XVI - Directors' Offices and Interests | ||
94.
|
Executive offices | |
a)
|
The Directors may appoint one or more of their body to the office of Managing Director or to any other executive office under the Company (including, where considered appropriate, the office of the chairman) on such terms and for such period as they may determine and, without prejudice to the terms of any contract entered into in any particular case, may revoke any such appointment at any time.
|
|
b)
|
A Director holding any such executive office shall receive such remuneration, whether in addition to or in substitution for his ordinary remuneration as a Director and whether by way of salary, commission, participation in profits or otherwise or in any combination of the foregoing as the Directors may determine.
|
|
c)
|
The appointment of any Director to the office of chairman or Managing Director shall determine automatically if he ceases to be a Director (other than where he is re-appointed as a Director at an Annual General Meeting of the Company having retired by rotation in accordance with these Articles) but without prejudice to any claim for damages for breach of any contract of service between him and the Company.
|
|
d)
|
The appointment of any Director to any other executive office shall not determine automatically if he ceases from any cause to be a Director unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.
|
|
e)
|
A Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with his office of Director, and may act in a professional capacity to the Company, on such terms as to remuneration and other-wise as the Directors shall arrange.
|
|
95.
|
Disclosure of interests by Directors | |
A Director or shadow director of the Company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall comply with the provisions of Section 194 of the 1963 Act with regard to the disclosure of such interest by declaration. | ||
96.
|
Directors' interests | |
a)
|
A Director notwithstanding his office but subject to his having disclosed any interest which he is required to disclose whether by these Articles or the Acts in accordance with these Articles or the Acts as the case may be:-
|
|
i)
|
may be a party to, or otherwise interested in, any transaction or arrangement with the Company or any subsidiary or Associated Company thereof or in which the Company or any subsidiary or Associated Company thereof is otherwise interested;
|
||
ii)
|
may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company or any subsidiary or Associated Company thereof is otherwise interested; and
|
||
iii)
|
shall not be accountable, by reason of his office, to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
|
b)
|
No Director or intended Director shall be disqualified by his office from contracting with the Company either as vendor, purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the other company in which any Director shall be in any way interested be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason solely of such Director holding that office or of the fiduciary relationship thereby established. The nature of a Director's interest must be declared by him at the meeting of the Directors at which the question of entering into the contract or arrangement is first taken into consideration or, if the Director was not at the date of that meeting interested in the proposed contract or arrangements at the next meeting of the Directors held after he became so interested, and in a case where the Director becomes interested in a contract or arrangement after it is made at the first meeting of the Directors held after he becomes so interested. | ||
c)
|
A copy of every declaration made and notice given under this Article shall be entered within three days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, Auditor or Member of the Company at the Office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting. | ||
d)
|
For the purposes of this Article:- | ||
i)
|
a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons or company is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified with the relevant party; and
|
||
ii)
|
an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
|
||
97.
|
Restriction on Directors' voting | ||
a)
|
Save as otherwise provided by these Articles, a Director shall not vote at a meeting of the Directors or a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly or together with any person or persons connected with him an interest which is material or a duty which conflicts or may conflict with the interests of the Company. A Director shall not be counted in the quorum present at a meeting in relation to any such resolution on which he is not entitled to vote. | ||
b)
|
A Director shall be entitled (unless he has some material interest or duty which conflicts or may conflict with the interests of the Company which is not indicated below) to vote (and be counted in the quorum) in respect of any resolutions concerning any of the following matters, namely:- | ||
i)
|
the giving of any security, guarantee or indemnity to him in respect of money lent by him or by any other person at the request of or for the benefit of the Company or any of its subsidiary companies or obligations incurred by him or any other person on behalf of the Company or any of its subsidiaries at the request of or for the benefit of the Company or any of its subsidiary companies;
|
ii)
|
the giving of any security, guarantee or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary companies for which he himself has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
|
||
iii)
|
the subscription or purchase of shares, debentures or other securities of the Company or any of its subsidiary companies pursuant to an offer or invitation to members or debenture holders of the Company or any of its subsidiary companies or any class of them, or to the public or any section of the public in which offer or invitation he is or may be entitled to participate as a holder of securities or in which he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;
|
||
iv)
|
any proposal concerning any other company in which he is interested, directly or indirectly or together with any person or persons connected with him and whether as an officer or shareholder or otherwise howsoever, provided that he is not the holder of or beneficially interested, directly or indirectly in one per cent. or more of the issued shares of any class of such company or of the voting rights available to members of such company (any such interest being deemed for the purposes of this Article to be a material interest in all circumstances);
|
||
v)
|
any proposal concerning the adoption, modification or operation of a superannuation fund or retirement benefits scheme under which he may benefit and which has been approved by or is subject to and conditional upon approval for taxation purposes by the appropriate Revenue authorities which does not award the Director any privilege or benefit not generally awarded to the employees to whom such arrangement or scheme relates;
|
||
vi)
|
any proposal concerning the adoption, modification or operation of any scheme for enabling employees (including full time executive Directors) of the Company and/or any subsidiary thereof to acquire Shares in the Company or any arrangement for the benefit of employees of the Company or any of its subsidiaries which does not award the Director any privilege or benefit not generally awarded to the employees to whom such scheme or arrangement relates; or
|
||
vii)
|
any proposal concerning insurance which the Company proposes to maintain or purchase for the benefit of the Directors or for the benefit of persons including the Directors.
|
||
c)
|
Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting thereon), shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment. | ||
d)
|
If a question arises at a meeting of Directors or of a committee of Directors as to the materiality of a Director's interest or as to the right of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question may be referred, before the conclusion of the meeting, to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fully and fairly disclosed; provided that, if such question arises in relation to the chairman of the meeting, he shall temporarily vacate the chair. | ||
e)
|
For the purposes of this Article, an interest of a person who is the spouse or a minor child of a Director shall be treated as an interest of the Director and in relation to an alternate Director, an interest of his appointor shall be treated as an interest of the alternate Director. |
98.
|
Entitlement to grant pensions | |
The Directors may provide benefits, whether by way of pensions, gratuities or otherwise, for any Director, former Director or other officer or former officer of the Company or to any person who holds or has held any employment with the Company or with any body corporate which is or has been a subsidiary of or an Associated Company of the Company or a predecessor in business of the Company, any subsidiary of the Company or of any such Associated Company and to any member of his family or any person who is or was dependent on him and may set up, establish, support, alter, maintain and continue any scheme for providing all or any such benefits and for such purposes any Director accordingly may be, become or remain a member of, or rejoin, any scheme and receive or retain for his own benefit all benefits to which he may be or become entitled thereunder. The Directors may pay out of the funds of the Company any premiums, contributions or sums payable by the Company under the provisions of any such scheme in respect of any of the persons or class of persons above referred to who are or may be or become members thereof. | ||
Part XVII - Proceedings of Directors | ||
99.
|
Convening and regulation of Directors' meetings | |
(a)
|
Subject to the provisions of these Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors. Any Director may waive notice of any meeting and any such waiver may be retrospective. If the Directors so resolve, it shall not be necessary to give notice of a meeting of Directors to any Director who, being a resident of the State, is for the time being absent from the State.
|
|
(b)
|
Notice of a meeting of the Directors shall be deemed to be duly given to a Director if it is given to him personally or by word of mouth or sent in writing by delivery, post, cable, telegram, telex, telefax, electronic mail or otherwise in electronic form, (whether as an electronic communication or otherwise) or by any other means of communication approved by the Directors to him at his last known address or any other address or number (including any address or number used for the purpose of communication by way of electronic mail or other electronic communication) given by him to the Company for this purpose.
|
|
100.
|
Quorum for Directors' meetings | |
a)
|
The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be three. For the purposes of this Article an alternate Director shall be counted in a quorum, but so that not less than two individuals shall constitute the quorum.
|
|
b)
|
Any Director who ceases to be a Director at a meeting of the Directors may continue to be present and to act as a Director and to be counted in the quorum until the termination of the meeting provided no other Director objects and provided also that otherwise a quorum of Directors would not be present.
|
|
c)
|
The continuing Directors or a sole Director may act notwithstanding any vacancies in their number but if the number of Directors is less than the number fixed as the quorum, they may act only for the purpose of filling vacancies or of calling a general meeting.
|
101.
|
Voting at Directors' meetings | |
a)
|
Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chairman of the meeting shall have a second or casting vote.
|
|
b)
|
Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence. Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, cable, telegram, telex, telefax, or may be provided in electronic form (whether as an electronic communication or otherwise) or be sent by any other means of communication approved by the Directors and may bear a printed or facsimile signature of the Director giving such authority or may be otherwise authenticated in such manner as may be prescribed by the Directors. The authority must be delivered to the Secretary prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto provided that no Director shall be entitled to any vote at a meeting on behalf of another Director pursuant to this paragraph if the other Director shall have appointed an alternate Director and that alternate Director is present at the meeting at which the Director proposes to vote pursuant to this paragraph.
|
|
102.
|
Telecommunication meetings | |
Any Director or alternate Director may participate in a meeting of the Directors or any committee of the Directors by means of conference telephone or other telecommunications equipment by means of which all persons participating in the meeting can hear each other speak and such participation in a meeting shall constitute presence in person at the meeting. Any such Director or alternate Director participating by means of conference telephone or other telecommunications equipment shall be counted in assessing whether any quorum is present at such meeting. | ||
103.
|
Chairman of the board of Directors | |
Subject to any appointment to the office of chairman made pursuant to these Articles, the Directors may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected or if at any meeting the chairman is unwilling to act or is not present within five minutes after the time appointed for holding the same the Deputy chairman if any, shall be the chairman of the meeting or if he is unwilling to act or is not present within five minutes after the time appointed for holding the same the Directors present may choose one of their number to be chairman of the meeting. | ||
104.
|
Validity of acts of Directors | |
All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified from holding office or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified to be a Director, had continued to be a Director and had been entitled to vote. |
105.
|
Directors' resolutions or other documents in writing | |
A resolution or other document in writing signed (or otherwise authenticated in a manner determined by the Directors) by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed (or otherwise authenticated as aforesaid, as the case may be) by one or more Directors and a resolution signed by an alternate Director need not also be signed by his appointer and, if it is signed by a Director who has appointed an alternate Director, it need not be signed by the alternate Director in that capacity. Such resolution or other document or documents when duly signed (or otherwise authenticated as aforesaid, as the case may be) may be delivered or transmitted (unless the Directors shall otherwise determine either generally or in any specific case) by facsimile transmission or some other similar means of transmitting the contents of documents or may be delivered or transmitted in electronic form, whether as an electronic communication or otherwise provided such manner of delivery or transmission has been approved by the Directors. | ||
Part XIIX - The Secretary | ||
106.
|
Appointment of secretary | |
The Secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit and any Secretary so appointed may be removed by them. Anything required or authorised by the Acts or these Articles to be done by or to the Secretary may be done by or to any assistant or acting Secretary or, if there is no assistant or acting Secretary readily available and capable of acting, by or to any officer or employee of the Company authorised generally or specially in that behalf by the Directors: Provided that any provision of the Acts or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Director and as, or in the place of, the Secretary. | ||
Part XIX - The Seal | ||
107.
|
Use of Seal | |
The Directors shall ensure that the Seal shall be used only by the authority of the Directors or of a committee authorised by the Directors. | ||
108.
|
Seal for use abroad | |
The Company may exercise the powers conferred by the Acts with regard to having an official seal for use abroad and such powers shall be vested in the Directors. | ||
109.
|
Signature of sealed instruments | |
a)
|
Subject as provided in paragraph (b) of this Article, every instrument to which the Seal shall be affixed shall, as part of the sealing process, be signed by at least one Director or other person duly authorised in that behalf by the Directors and by the Secretary or one of the persons authorised as aforesaid (who has not already signed) and, in favour of any purchaser or person dealing with the Company in good faith, such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
|
b)
|
The Directors may by resolution determine, either generally or in any particular case, that in respect of certificates for Shares or debentures or other securities of the Company, the signature of any Director or of the Secretary or other person authorised by the Directors as aforesaid forming part of the sealing process may be applied or effected by non-autographic means, or that such certificates shall bear no signatures, and in favour of any registered holder or other person acquiring any such Shares or debentures or other securities in good faith a certificate executed in any of the modes of execution authorised herein shall be as valid and effective as if such certificate was issued under the Seal of the Company pursuant to these Articles.
|
Part XX - Dividends and Reserves | ||
110. |
Declaration of dividends
|
|
a) |
Subject to the provisions of the Acts, the Company by ordinary resolution may declare dividends in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors. Dividends may be declared or paid in any currency.
|
|
b) |
The Directors may at their discretion make provision to enable any Holder of Ordinary Shares as they shall from time to time determine to receive dividends duly declared in a currency or currencies other than Euro. For the purposes of the circulation of the amount receivable in respect of any dividend, the rate of exchange to be used to determine the foreign currency equivalent of any sum payable as a dividend shall be such market rate selected by the Directors as they shall consider appropriate ruling at the close of business in Dublin on the date which is the business day last preceding (i) in the case of a dividend to be declared by the Company in general meeting, the date on which the Directors publicly announce their intention to recommend that specific dividend; and (ii) in the case of any other dividend, the date on which the Directors publicly announce their intention to pay that specific dividend.
|
|
c) |
Where a Holder of Ordinary Shares has elected or agreed pursuant to provision made under these Articles to receive dividends in a currency other than Euro the Directors may at their discretion make such arrangements as they deem necessary to enable payment of the dividend to be made to such Holders in such currency for value on the date on which the relevant dividend is paid, or such later date as the Directors may determine.
|
|
111. |
Scrip dividends
|
|
The Directors may, if authorised by an ordinary resolution of the Company, offer any Holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of the whole (or some part, to be determined by the Directors) of any dividend specified by the ordinary resolution. The following provisions shall apply (subject always to the provisions of the Acts):
|
a) |
An ordinary resolution may specify a particular dividend, or may specify all or any dividends declared within a specified period, but such period may not end later than the beginning of the annual general meeting next following the date of the meeting at which the ordinary resolution is passed.
|
|
b) |
The entitlement of each Holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo. For this purpose, "relevant value" shall be calculated by reference to the average of the middle market quotations for the Company's Ordinary Shares on Nasdaq or such other Stock Exchange upon which the Company's Ordinary Shares are admitted as derived from the daily official list, on the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such manner as may be determined by or in accordance with the ordinary resolution. A certificate or report by the auditors as to the amount of the relevant value in respect of any dividend shall be conclusive evidence of that amount.
|
|
c) |
On or as soon as practicable after announcing that the Company is to declare or recommend any dividend, the Directors, if they intend to offer an election in respect of that dividend, shall also announce that intention, and shall after determining the basis of allotment, if they decide to proceed with the offer, notify the Holders of Ordinary Shares in writing of the right of election offered to them and specify the procedure to be followed and place at which, and the latest time by which elections must be lodged in order to be effective. Any election by a holder of Ordinary Shares shall be binding on every successor in title to the Ordinary Shares in respect of which the election is made.
|
|
d) |
The Directors shall not proceed with any election unless the Company has sufficient unissued Shares authorised for issue and sufficient reserves or funds that may be capitalised to give effect to it after the basis of allotment is determined.
|
|
e) |
The Directors may exclude from any offer any Holders of Ordinary Shares where the Directors believe that the making of the offer to them would or might involve the contravention of the laws of any territory or that for any other reason the offer should not be made to them.
|
|
f) |
The dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect of which an election has been made ("the elected Ordinary Shares") and instead additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment calculated as stated. For such purpose the Directors shall capitalise, out of any amount for the time being standing to the credit of any reserve or fund (including the profit and loss account) whether or not the same is available for distribution as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on that basis and apply it in paying up in full the appropriate number of unissued Ordinary Shares for allotment and distribution to the holders of the elected Ordinary Shares on that basis and the provisions of Article 124 shall apply mutatis mutandis to any capitalisation made pursuant to this Article.
|
|
g) |
The additional Ordinary Shares when allotted shall rank pari passu in all respects with the fully-paid Ordinary Shares then in issue except that they will not be entitled to participation in the relevant dividend.
|
h) | (i) |
The Directors may do all acts and things considered necessary or expedient to give effect to any such capitalisation with full power for the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby, in whole or in part, the fractional entitlements are disregarded and, the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned. The Directors may, in their absolute discretion, if it shall in their opinion seem expedient, suspend or terminate (whether temporarily or otherwise) such right to elect and may do such acts and things considered necessary or expedient with regard to, or in order to effect, any such suspension or termination;
|
(ii) |
Notwithstanding the foregoing, the Directors may at any time prior to payment of the relevant dividend determine, if it appears to them desirable to do so because of a change in circumstances, that the dividend shall be payable wholly in cash and if they so determine then all elections made shall be disregarded. The relevant dividend shall be payable wholly in cash if the Ordinary Shares of the Company cease to be listed or dealt in on any recognised stock exchange at any time prior to the due date of issue of the additional Ordinary Shares or, if such listing is suspended and not reinstated by the date immediately preceding the due date of such issue.
|
112. |
Interim and fixed dividends
|
|
Subject to the provisions of the Acts, the Directors may declare and pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the Directors may declare and pay interim dividends on Shares which confer deferred or non-preferred rights with regard to dividend as well as on Shares which confer preferential rights with regard to dividend, but subject always to any restrictions for the time being in force (whether under these Articles, under the terms of issue of any Shares or under any agreement to which the Company is a party, or otherwise) relating to the application, or the priority of application, of the Company's profits available for distribution or to the declaration or as the case may be the payment of dividends by the Company. Subject as aforesaid, the Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the Directors act in good faith they shall not incur any liability to the Holders of Shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any Shares having deferred or non-preferred rights.
|
||
113. |
Payment of dividends
|
|
a) |
Except as otherwise provided by the rights attached to Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares on which the dividend is paid. Subject as aforesaid, all dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the Shares during any portion or portions of the period in respect of which the dividend is paid; but, if any Share is issued on terms providing that it shall rank for dividend as from a particular date, such Share shall rank for dividend accordingly. For the purposes of this Article, no amount paid on a Share in advance of calls shall be treated as paid on a Share.
|
|
b) |
If several persons are registered as joint Holders of any Share, any one of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share.
|
|
114. |
Deductions from dividends
|
|
The Directors may deduct from any dividend or other moneys payable to any Member in respect of a Share any moneys presently payable by him to the Company in respect of that Share.
|
115. |
Dividends in specie
|
|
A general meeting declaring a dividend may direct, upon the recommendation of the Directors, that it shall be satisfied wholly or partly by the distribution of assets (and, in particular, of paid up Shares, debentures or debenture stock of any other company or in any one or more of such ways) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to the distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof in order to adjust the rights of all the parties and may determine that cash payments shall be made to any Members upon the footing of the value so fixed and may vest any such specific assets in trustees.
|
||
116. |
Payment of dividends by post
|
|
Any dividend or other moneys payable in respect of any Share may be paid by cheque or warrant sent by post, at the risk of the person or persons entitled thereto, to the registered address of the Holder or, where there are joint Holders, to the registered address of that one of the joint Holders who is first named on the Register or to such person and to such address as the Holder or joint Holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any joint Holder or other person jointly entitled to a Share as aforesaid may give receipts for any dividend or other moneys payable in respect of the Share. The Directors may also, in circumstances which they consider appropriate, arrange for payment of dividends by electronic funds transfer, bank transfer or by any other method selected by the Directors from time to time and in such event the debiting of the Company's account in respect of the appropriate amount shall be deemed a good discharge of the Company's obligations in respect of any payment made by any such method.
|
||
117. |
Dividends not to bear interest
|
|
No dividend or other moneys payable by the Company on or in respect of any Shares shall bear interest against the Company unless otherwise provided by the rights attached to the Shares.
|
||
118. |
Payment to Holders on a particular date
|
|
Any resolution declaring a dividend on Shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same may be payable to the persons registered as the Holders of such Shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se of transferors and transferees of any such Shares in respect of such dividend. The provisions of this Article shall apply, mutatis mutandis, to capitalisations to be effected in pursuance of these Articles.
|
||
119. |
Unclaimed dividends
|
|
If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other moneys payable in respect of a Share into a separate account shall not constitute the Company a trustee in respect thereof. Any dividend, interest or other sum payable which remains unclaimed for one year after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.
|
120. |
Reserves
|
|
Before recommending any dividend, whether preferential or otherwise, the Directors may carry to reserve out of the profits of the Company such sums as they think proper. All sums standing to reserve may be applied from time to time at the discretion of the Directors for any purpose to which the profits of the Company may be properly applied and at the like discretion may be either employed in the business of the Company or invested in such investments as the Directors may lawfully determine. The Directors may divide the reserve into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided as they may lawfully determine. Any sum which the Directors may carry to reserve out of the unrealised profits of the Company shall not be mixed with any reserve to which profits available for distribution have been carried. The Directors may also carry forward, without placing the same to reserve, any profits which they may think it prudent not to divide.
|
||
Part XXI - Accounts
|
|||
121. |
Accounts
|
||
a) |
The Directors shall cause to be kept proper books of account, whether in the form of documents or otherwise, that:
|
||
i) |
correctly record and explain the transactions of the Company,
|
||
ii) |
will at any time enable the financial position of the Company to be determined with reasonable accuracy,
|
||
iii) |
will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Acts, and
|
||
iv) |
will enable the accounts of the Company to be readily and properly audited.
|
||
b) |
The books of account of the Company shall be kept on a continuous and consistent basis, that is to say, the entries therein shall be made in a timely manner and be consistent from one year to the next.
|
||
c) |
Proper books shall not be deemed to be kept if there are not kept such books of account as comply with the Acts and as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
|
||
d) |
The books of account shall be kept at the Office or, subject to the provisions of the Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.
|
||
e) |
In accordance with the provisions of the Acts, the Directors shall cause to be prepared and to be laid before the annual general meeting of the Company from time to time such profit and loss accounts, balance sheets, group accounts and reports as are required by the Acts to be prepared and laid before such meeting.
|
f) |
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors' report and Auditors' report shall be sent, not less than twenty-one Clear Days before the date of the annual general meeting, to every person entitled under the provisions of the Acts to receive them; and the required number of copies of these documents shall be forwarded at the same time to the appropriate sections of The Stock Exchanges.
|
||
g) |
Auditors shall be appointed and removed and their duties regulated in accordance with the Acts.
|
||
Part XXII - Capitalisation of Profits or Reserves
|
|||
122. |
Capitalisation of profits and reserves
|
||
Without prejudice to any powers conferred on the Directors by these Articles, the Company in general meeting may resolve, upon the recommendation of the Directors, that any sum for the time being standing to the credit of any of the Company's reserves (including any capital redemption reserve fund or Share premium account) or to the credit of the profit and loss account be capitalised and applied on behalf of the Members who would have been entitled to receive that sum if it had been distributed by way of dividend and in the same proportions either in or towards paying up amounts for the time being unpaid on any Shares held by them respectively, or in paying up in full unissued Shares or debentures of the Company of a nominal amount equal to the sum capitalised (such Shares or debentures to be allotted and distributed credited as fully paid up to and amongst such Holders in the proportions aforesaid) or partly in one way and partly in another, so, however, that the only purposes for which such sums standing to the credit of the capital redemption reserve fund or the share premium account shall be applied shall be those permitted by the Acts.
|
|||
123. |
Capitalisation and use of non-distributable profits and reserves
|
||
Without prejudice to any powers conferred on the Directors as aforesaid, the Company in general meeting may resolve, on the recommendation of the Directors, that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued Shares to be allotted as fully paid bonus Shares to those Members of the Company who would have been entitled to that sum if it were distributable and had been distributed by way of dividend (and in the same proportions) and the Directors shall give effect to such resolution.
|
|||
124. |
Implementation of capitalisation issues
|
||
Whenever such a resolution is passed in pursuance of either of the two immediately preceding Articles, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby and all allotments and issues of fully paid Shares or debentures, if any, and generally shall do all acts and things required to give effect thereto with full power to the Directors to make such provisions as they shall think fit for the case of Shares or debentures becoming distributable in fractions (and, in particular, without prejudice to the generality of the foregoing, either to disregard such fractions or to sell the Shares or debentures represented by such fractions and distribute the net proceeds of such sale to and for the benefit of the Company or to and for the benefit of the Members otherwise entitled to such fractions in due proportions) and to authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further Shares or debentures to which they may become entitled on such capitalisation or, as the case may require, for the payment up by the application thereto of their respective proportions of the profits resolved to be capitalised of the amounts remaining unpaid on their existing Shares and any agreement made under such authority shall be binding on all such Members.
|
Part XXIIV - Notices
|
|||
125. |
Notices in writing
|
||
Any notice to be given, served or delivered pursuant to these Articles shall be in writing or by sending the same by electronic mail or other form of Electronic Communication approved by the Directors to the address of any Member notified to the Company by the Member for such purpose.
|
|||
126. |
Service of notices and documents
|
||
(a) |
A notice or document (including a share certificate and a proxy appointment) to be given, served or delivered in pursuance of these Articles or otherwise may be given to, served on or delivered to any Member by the Company:
|
||
(i) |
by handing same to him or his authorised agent;
|
||
(ii) |
by leaving the same at his registered address;
|
||
(iii) |
by sending the same by the post in a pre-paid cover addressed to him at his registered address; or
|
||
(iv) |
by delivering or making the same available in electronic form, whether as an electronic communication or otherwise subject to and in accordance with the provisions of these Articles.
|
||
(b) |
Where a notice or document is given, served or delivered pursuant to sub paragraph (a)(i) or (ii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the Member or his authorised agent, or left at his registered address (as the case may be).
|
||
(c) |
Where a notice or document is given, served or delivered pursuant to sub-paragraph (a)(iii) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.
|
||
(d) |
Where a notice, document or other information is given, served or delivered in electronic form whether as an electronic communication or otherwise pursuant to sub-paragraph a) iv) of this Article, it shall be treated as having been given, served or delivered:
|
||
(i) |
if given, served or delivered by electronic mail, at the time it was sent; or
|
||
(ii) |
where any such notice or document is given, served or delivered by being made available or displayed on a website, when the recipient received or is deemed to have received notice of the fact that the notice, document or other information was available on the website.
|
(e) |
Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy or liquidator of a Member shall be bound by a notice given as aforesaid if sent to the last registered address of such Member (or if otherwise delivered or made available in accordance with this Article), notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such Member.
|
||
(f) |
Where a Member has elected to receive notices or other documents in electronic form, whether as an electronic communication or otherwise, the Company may notwithstanding such election and without giving advance notice to the Member, provide such notices or documents in accordance with any of the methods allowed for in sub-paragraphs a)i), ii) or iii) of this Article and such provision shall satisfy the Company’s obligations in this regard.
|
||
(g) |
Without prejudice to the provisions of sub-paragraphs (a) (i) and (ii) of this Article, if at any time by reason of:
|
||
(i) |
the suspension or curtailment of postal services within the State, the Company is unable effectively to convene a general meeting by notice sent through the post; or
|
||
(ii) |
the occurrence of any event or thing as a consequence of which the Company is unable effectively to convene a general meeting by means of an electronic communication;
|
||
a general meeting may be convened by a notice advertised on the same day in at least one leading national daily newspaper published in the State (and one national daily newspaper published in the United Kingdom and the United States of America) and such notice shall be deemed to have been duly served on or delivered to all Members entitled thereto at noon on the day on which the said advertisement or advertisements shall appear. In any such case the Company shall send confirmatory copies of the notice through the post to those Members whose registered addresses are outside the State (if or to the extent that in the opinion of the Directors it is practical so to do) or are in areas of the State unaffected by such suspension or curtailment of postal services and if at least ninety-six hours prior to the time appointed for the holding of the meeting the posting of notices to Members in the State, or any part thereof which was previously affected, has become practical in the opinion of the Directors, the Directors shall send forthwith confirmatory copies of the notice by post or electronic means, whether as an electronic communication or otherwise (as the case may be) to such Members. The accidental omission to give any such confirmatory copy of a notice of a meeting to, or the non-receipt of any such confirmatory copy by, any person entitled to receive the same shall not invalidate the proceedings at the meeting.
|
|||
(h) |
Notwithstanding anything contained in this Article the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or area other than the State and, in the case of sub-paragraph g)ii) of this Article, the Company shall not be obliged to carry out any tests or investigations into the causes of or circumstances surrounding the event or thing in question as a consequence of which the Company shall be unable effectively to convene a general meeting by means of an electronic communication other than such tests and investigations as may be used from time to time by the Company or its agents in relation to the use or operation of any systems for electronic communication.
|
127. |
Notices to members
|
||
Any Member whose registered address is not within the State, the United Kingdom, the United States of America, the Channel Islands or the Isle of Man and who gives to the Company an address within any of the above territories at which notices may be served upon him shall be entitled to have notices served upon him at that address or shall be entitled to receive notices by electronic mail, or other formal Electronic Communication approved by the Directors, to be sent to an address notified to the Company by the Member for such purpose but unless he does so shall not be entitled to receive any notice from the Company.
|
|||
128. |
Service on joint Holders
|
||
A notice may be given by the Company to the joint Holders of a Share by giving the notice to the joint Holder whose name stands first in the Register in respect of the Share or, in the case of a notice sent by electronic mail or other form of Electronic Communication approved by the Directors, to the address in respect of the Joint Holding notified to the Company by the Joint Holders for such purpose, and notice so given shall be sufficient notice to all the joint Holders.
|
|||
129. |
Service on transfer or transmission of Shares
|
||
a) |
Every person who becomes entitled to a Share shall before his name is entered in the Register in respect of the Share, be bound by any notice in respect of that Share which has been duly given to a person from whom he derives his title provided that the provisions of this paragraph shall not apply to any notice served under Article 68 unless, under the provisions of Article 68(c), it is a notice which continues to have effect notwithstanding the registration of a transfer of the Shares to which it relates.
|
||
b) |
Without prejudice to the provisions of these Articles allowing a meeting to be convened by newspaper advertisement, a notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them at the address (inclusive of an electronic address), if any, supplied by them for that purpose. Until such an address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.
|
||
130. |
Signature to notices
|
||
The signature to any notice to be given by the Company may be written or printed or, in the case of a notice in electronic form the signature may be an Electronic Signature, Advanced Electronic Signature or otherwise as the Directors may approve.
|
|||
131. |
Deemed receipt of notices
|
||
A Member present, either in person or by proxy, at any meeting of the Company or the Holders of any class of Shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
|
|||
132. |
Use of Electronic Communication
|
||
(a) |
Notwithstanding any other provision of these Articles, whenever any person (including without limitation the Company, a Director, the Secretary, any officer of the Company, a Member or any other person) is required or permitted by these Articles or otherwise to give or receive information in writing such information may be given or received in electronic form, whether as an electronic communication or otherwise in such manner or form and subject to such terms, conditions or restrictions as the Directors may, subject to the Acts, determine or approve from time to time in their absolute discretion.
|
(b) |
Subject to the Acts, the Company and its Directors, Secretary or officers shall not be compelled to receive or to send electronic communications or information in electronic form under these Articles or otherwise until such time as the Directors shall have advised (pursuant to any terms and conditions of electronic communication or otherwise) the recipient or giver (as the case may be) in writing of the manner, form and restrictions (if any) by which such information may be sent or received.
|
||
Part XXIV - Winding up
|
|||
133. |
Distribution on winding up
|
||
If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the Shares held by them respectively. And if in a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said Shares held by them respectively. Provided that this Article shall not affect the rights of the Holders of Shares issued upon special terms and conditions.
|
|||
134. |
Distribution in specie
|
||
If the Company is wound up, the liquidator, with the sanction of a special resolution of the Company and any other sanction required by the Acts, may divide among the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and, for such purpose, may value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, he determines, but so that no Member shall be compelled to accept any assets upon which there is a liability.
|
|||
Part XXV - Miscellaneous
|
|||
135. |
Minutes of meetings
|
||
The Directors shall cause minutes to be made of the following matters, namely:-
|
|||
a) |
of all appointments of officers and committees made by the Directors and of their salary or remuneration;
|
b) |
of the names of Directors present at every meeting of the Directors and of the names of any Directors and of all other members thereof present at every meeting of any committee appointed by the Directors; and
|
||
c) |
of all resolutions and proceedings of all meetings of the Company and of the Holders of any class of Shares in the Company and of the Directors and of committees appointed by the Directors.
|
||
Any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which the proceedings were held, or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minute without any further proof.
|
|||
136. |
Inspection
|
||
The Directors shall determine from time to time whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members, not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by the Acts or authorised by the Directors or by the Company in general meeting. No Member shall be entitled to require discovery of or any information respecting any detail of the Company's trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it would be inexpedient in the interests of the Members of the Company to communicate to the public.
|
|||
137. |
Secrecy
|
||
Every officer of the Company or other person employed in the business of the Company shall, when required by the Directors before entering upon his duties, sign a declaration pledging himself to observe a strict secrecy respecting the business of the Company and all transactions of the Company with its customers and the state of accounts with individuals, and in matters relating thereto and shall by such declaration pledge himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties, except when required to do so by the Directors or by any general meeting or by a court of law or by the person to whom such matters relate, and except so far as may be necessary in order to comply with any of the provisions of these Articles.
|
|||
138. |
Destruction of records
|
||
The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six years from the date of registration thereof, all notifications of change of address at any time after the expiration of two years from the date of recording thereof and all Share certificates and dividend mandates which have been cancelled or ceased to have effect at any time after the expiration of one year from the date of such cancellation or cessation. It shall be presumed conclusively in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument duly and properly registered and every Share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:
|
a) |
the provision aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
|
||
b) |
nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article; and
|
||
c) |
references herein to the destruction of any document include references to the disposal thereof in any manner.
|
||
139. |
Untraced Shareholders
|
||
The Company may sell any Shares in the Company on behalf of a Holder, or person entitled by transmission to, the Shares, if:-
|
|||
a) |
the Shares have been in issue throughout the qualifying period and at least three cash dividends have become payable on the Shares during the qualifying period;
|
||
b) |
no cash dividend payable on the Shares has either been claimed by presentation to the paying bank of the relative cheque or warrant or been satisfied by the crediting of any account which the Holder has with the Company, whether in the sole name of such Holder or jointly with another person or persons, or by the transfer of funds to a bank account designated by the Holder of, or person entitled by transmission to, the Shares at any time during the relevant period;
|
||
c) |
the Company has not at any time during the relevant period received, so far as the Company at the end of the relevant period is then aware, any communication from the Holder of, or person entitled by transmission to, the Shares;
|
||
d) |
the Company has caused advertisements giving notice of its intention to sell the Shares to be published in a leading daily newspaper with a national circulation in the State and another in a newspaper circulating in the area of the address shown in the register of the Holder of, or person entitled by transmission to, the untraced Shares, and (in either such case) a period of three months has elapsed from the date of publication of the advertisement; and
|
||
e) |
the Company has given notice to the relevant departments of The Stock Exchanges of its intention to make the sale.
|
||
For the purposes of this Article:
|
|||
"the qualifying period" means the period of twelve years immediately preceding the date of publication of the relevant advertisements referred to in sub-paragraph (d) above;
|
|||
"the relevant period" means the period beginning at the commencement of the qualifying period and ending on the date when all the requirements of sub-paragraphs (a) to (e) above have been satisfied.
|
|||
For the purposes of sub-paragraph (c) above, a statutory declaration that the declarant is a Director of the Company or the secretary and that the Company was not aware at the end of the relevant period of having at any time during the relevant period received any communication from the Holder of, or person entitled by transmission to, the Shares shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the Shares.
|
|||
If, after the publication of the advertisement referred to in sub-paragraph (d) above but before the Company has become entitled to sell the Shares pursuant to this Article, the requirements of sub- paragraph (b) or (c) above cease to be satisfied, the Company may nevertheless sell those Shares after the requirements of sub-paragraphs (a) to (e) above have been satisfied afresh in relation to them.
|
If during any relevant period further Shares have been issued in right of those held at the beginning of that relevant period or of any previously so issued during that relevant period and all the requirements of sub- paragraphs (b) to (e) above have been satisfied in regard to the further Shares, the Company may also sell the further Shares.
|
|||
The manner, timing and terms of any sale of Shares pursuant to this Article (including but not limited to the price or prices at which the same is made) shall be such as the Directors determine, based upon advice from such bankers, brokers or other persons as the Directors consider appropriate which are consulted by it for the purposes, to be reasonably practicable having regard to all the circumstances including the number of Shares to be disposed of and the requirement that the disposal be made without delay; and the Directors shall not be liable to any person for any of the consequences of reliance on such advice.
|
|||
To give effect to any sale of Shares pursuant to this Article the Directors may take such steps as the Directors consider are necessary or desirable in order to effect such sale and, for this purpose, may authorise some person to transfer the Shares in question and may enter the name of the transferee in respect of the transferred Shares in the register notwithstanding the absence of any Share certificate being lodged in respect thereof and may issue a new certificate to the transferee and an instrument of transfer executed by that person or such other method of transfer as is employed by this person shall be as effective as if it had been executed or employed by the Holder of, or person entitled by transmission to, the Shares. The purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
|
|||
The Company shall account to the Holder or other person entitled to such Shares for the net proceeds of such sale by carrying all moneys in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Holder or other person. Moneys carried to such separate account may be either employed in the business of the Company or invested in such investments as the Directors may think fit, from time to time.
|
|||
140. |
Register of Shareholders
|
||
(a) |
The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such other place as may be authorised by the Board from time to time consistent with the Companies Acts.
|
||
(b) |
The Register may be closed at such times and for such periods as the Board may from time to time decide, subject to Section 121 of the 1963 Act. Except during such time as it is closed, the Register shall be open to inspection in the manner prescribed by the Companies Acts at such times as the Board may from time to time determine.
|
||
(c) |
Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register, or otherwise recognised by the Company, any indication of any trust or any equitable, beneficial, contingent, future, fractional or partial interest in any Share, and if any such entry exists or is permitted by the Board it shall not be deemed to abrogate any provision of these Articles provided that no interest will be entered in the Register unless permitted by the Companies Acts.
|
||
(d) |
If the Board considers it necessary or appropriate, the Company may establish and maintain a duplicate Register at such location or locations within or outside Ireland as the Board thinks fit. The original Register shall be treated as the register of members for the purposes of these Articles and the Companies Acts.
|
(e) |
The Company or any agent(s) appointed by it to maintain the duplicate Register in accordance with these Articles, shall as soon as practicable and on a regular basis record or procure the recording in the original Register in such manner as to show at all times the members for the time being and the shares respectively held by them, in all respects in accordance with the Companies Acts.
|
||
141. |
Indemnity
|
||
Subject to the provisions of and so far as may be permitted by the Acts, every Director, Managing Director, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses, and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.
|
|||
To the extent permitted by law, the Directors may arrange insurance cover at the cost of the Company in respect of any liability, loss or expenditure incurred by any Director or officer in relation to anything done or alleged to have been done or omitted to be done by him as Director or officer.
|
COMMERCIAL LEASE
|
Hereinafter referred to as: the “Lessor”
|
|
ON THE ONE HAND,
|
Hereinafter referred to as: the “Lessee”
|
|
ON THE OTHER HAND,
|
(A)
|
The Lessor is the owner of a property called “Le Capitole”, located in Nanterre (Hauts-de-Seine), with the postal address of Parc des Fontaines, 55, avenue des Champs Pierreux 92000 Nanterre, (the ”Property”), breaking down as follows:
|
|
§
|
a lower ground floor,
|
|
§
|
an upper ground floor,
|
|
§
|
four upper floors,
|
|
§
|
covered parking places,
|
|
§
|
outdoor parking places.
|
(B)
|
The Lessee wishes to lease premises for office use in the Property, currently partly occupied by the company Crédit Coopératif and partly by Société Générale (Premises 4B and Premises 4A, respectively, as these terms are defined hereinafter), it being specified that:
|
|
-
|
the premises may be delivered progressively to the Lessee, in two stages, considering the time frames for restitution and renovation of Premises 4A, currently leased by Société Générale; and
|
|
-
|
in order to accelerate the delivery of premises 4B to the Lessee and the completion of the Lessee’s fitting-out works in these premises, the Lessee wishes to integrate the renovation of Premises 4B to be carried out by the previous tenant within its own fitting-out works, in return for a financial contribution by the Lessor to carry out these works, rather than wait for them to be carried out by the former tenant or by the Lessor prior to the entry into effect of the lease.
|
(C)
|
It was under these conditions that the Parties have come together and entered into this commercial lease agreement, under the clauses and conditions set forth herein.
|
(D)
|
The Lease is divided into two titles forming an indivisible whole:
|
(E)
|
This commercial lease cancels and replaces any written or oral agreement as may exist prior to the date hereof between the Lessor and the Lessee concerning the leasing of the Leased Premises (as this term is defined in Article 1.1 of the Special Terms and Conditions) under a commercial lease.
|
1.1
|
Definition of the Leased Premises
|
1.1.1
|
The Lessor hereby grants a lease (hereinafter referred to, together with its appendices, as the “Lease”) to the Lessee, which accepts the same, over the following premises located in the Property, for use as offices and for activities, namely:
|
|
§
|
premises located on the 4th floor of Division B of the Property, of a total floor area, including the share of communal areas, of 2,275 m², hereinafter referred to as “Premises 4B”;
|
|
§
|
premises located on the 4th floor of Division A of the Property, of a total floor area, including the share of communal areas, of 547 m², hereinafter referred to as “Premises 4A”; and
|
|
§
|
70 parking places distributed as follows:
|
|
-
|
40 outdoor parking places numbered 71 to 83 at level 0, 24 to 32 and 45 to 49 and 61 to 63 and 194 to 203 at level +1
|
|
-
|
22 “silo” parking places numbered 155 to 164 and 200 to 211
|
|
-
|
8 “VIP” parking places numbered 19 to 23 and 67 to 69
|
1.1.2
|
The non-binding floor areas set out above include the share of those parts of the Property used in common by all tenants of the Property, and which pertain to the private (exclusive-use) floor areas in the Leased Premises.
|
1.2
|
Use of the Leased Premises
|
2.1
|
Entry into effect of the Lease
|
2.2
|
Delivery of the Leased Premises - Condition of the Leased Premises
|
2.2.1
|
The Leased Premises shall be progressively delivered to the Lessee by the Lessor according to the following timetable:
|
|
-
|
Premises 4B and the 70 parking places shall be made available to the Lessee in advance, as of the date of signature of this lease, in order to allow the Lessee to carry out the renovation and fitting-out works referred to in Articles 2.2.2 and 3.3 of the Special Terms and Conditions, to the exclusion of any operation of its activity;
|
|
-
|
Premises 4A shall be made available to the Lessee on the Effective Date of the Lease, if Premises 4A are available and have been renovated at that date, or as of the time that Premises 4A are available and renovated if at a later date and, in any event, at the latest on 15 May 2013 (the “Premises 4A Delivery Date”).
|
2.2.2
|
The Leased Premises shall be delivered to the Lessee, subject to the following details:
|
|
(i)
|
Since Premises 4B are being made available to the Lessee, on its request, in the condition in which they are to be found on the date of signature of this lease so that the latter may more rapidly carry out the renovation works required for the fitting-out of the premises, in return for a financial contribution to these works by the Lessor, Premises 4B shall be deemed to have been made available to the Lessee with partitions removed and in perfectly renovated condition in accordance with the specifications set out in the notice appearing in Appendix 21, and the Parties therefore dispense one another from drawing up a schedule of condition on entry into these premises;
|
|
(ii)
|
By way of derogation from Article 4 of the General Terms and Conditions, Premise 4A shall be made available by the Lessor to the Lessee on the Premises 4A Delivery Date with partitions removed and cables (low current) removed, and in perfectly renovated condition (except toilet blocks which will be restored in good condition), on the Premises 4A Delivery Date as shall be observed in a joint schedule of condition of the Premises 4A (hereinafter the “Premises 4A Schedule of Condition”) shall be drawn up by a Huissier de justice (bailiff) on the date on which the premises are made available, and that bailiff’s formal record of observation shall be deemed equivalent to a joint schedule of condition on entry of the Lessee for Premises 4A, the cost of which shall be borne for half each by the Lessor and the Lessee.
|
|
A descriptive of Premises 4A after renovation will be annexed to the Premises 4A Schedule of Condition and will form an integral part of this document.
|
2.2.2
|
Regarding Premises 4B, the Lessee may not require the Lessor, in any respect whatsoever whether on the Effective Date of the Lease or during the course of the Lease, to make any modification or renovation, any change of any nature whatsoever to the Leased Premises, nor any reduction in the Rent, and shall have no right of claim or warranty by the Lessor for any cause whatsoever, due to the condition of the Leased Premises on the Effective Date of the Lease.
|
2.2.3
|
Subject to the full performance by the Lessor of Articles 2.2.1 and 2.2.2 of the Special Terms and Conditions above (in the particulars referred to in Article 2.2.3 above), the Lessee acknowledges that the Lessor has therefore fully performed its duty to hand over the Leased Premises in accordance with Article 1719 para 1 of the Civil Code.
|
2.2.4
|
The Leased Premises must be returned to the Lessor at the end of possession by the Lessee, in those conditions laid down in the General Terms and Conditions, meaning in good condition and conforming to the specifications detailed in the notice featured in Appendix 21 for Premises 4B and conforming to the schedule of condition entry for Premises 4A and, at the Lessor’s discretion, with all partitions and cables (low current) removed, including Premises 4B which are deemed to have been handed over to the Lessee with all partitions and cables (low current) removed.
|
3.1
|
Amount of the Rent
|
|
●
|
Eight hundred and four thousand two hundred and seventy euros (€ 804,270) for premises for office use, i.e a rent of € 285 per square meter,
|
|
●
|
Sixty thousand euros (€ 60,000) for the outside parking places, i.e a rent of € 1,500 per place,
|
|
●
|
Thirty eight thousand five hundred euros (€ 38,500) for "Silo" parking place, i.e a loan of €1,750 per place,
|
|
●
|
Sixteen thousand euros (€ 16,000) for "VIP" parking palces, i.e a rent of € 2,000 per place.
|
3.2
|
Rent-free period
|
3.2.1
|
As a exceptional commercial gesture, and considering the progressive delivery of the Leased Premises, the Lessor grants the Lessee a rent-free period equal to nine (9) months of Rent excluding taxes (hereinafter the “Rent Exemption”), it being specified that, for Premises 4A and the corresponding portion of the Rent as fixed in Article 3.1 above, as of the Premises 4A Delivery Date.
|
3.2.2
|
In the event that the Lease is terminated before the end of the 6th year of the Lease, due to the Lessee’s exclusive fault pursuant to Article 18 of the General Terms and Conditions, the Lessee shall, without prejudice to the terms of said Article 18, reimburse a portion of the Rent Exemption calculated according to the following formula:
|
3.3
|
Lessor’s contribution to the Lessee’s works
|
3.3.1
|
The Lessee has informed the Lessor of its desire to carry out fitting-out works in the Leased Premises, the related tender documents are set out below in Appendix 2020 (hereinafter referred to as the “Fitting-Out Works”), and in addition to which there are also the works required for the renovation of Premises 4B following the departure of the previous tenant, the descriptive file for which is set out below in Appendix 21 (hereinafter referred to as the “Premises 4B Renovation Works”) (hereinafter referred to together as the “Works”).
|
|
-
|
the Lessee must in all cases submit to the Lessor a complete file complying with the provisions of Article 11.8.1 of the General Terms and Conditions so that the Lessor and its technical advisor will be in a position to benefit from the same level of control over these works as over any substantial works in the Leased Premises; including the validation of the Fitting-Out Works by an inspection body prior to any start of the Works, it being specified that:
|
|
-
|
the detailed description of the Premises 4B Renovation Works to provide as part of this work fil had been already reviewed by the Lessor and is set out in Appendix 21 and,
|
|
-
|
the cleaning section of the Premises 4B Renovation Works is already validated by the Lessor and its counsel and might be initiated by the Lessee immediately after its entry in the premises , subject to the furniture to the Lessor, prior to any start of the works of:
|
|
o
|
The subcontractors' list
|
|
o
|
The justification of the insurance cover of the works by the Lessee and its enterprises; and
|
|
o
|
A timeframe for the works to be completed.
|
-
|
taking into account the anticipated start date for Fitting-Out Works, the period referred to in Article 11.8.1 a) of the General Conditions is reduced to 5 working days.
|
3.3.2
|
As an exception, the Lessor accepts to contribute to the cost of the Works:
|
|
(i)
|
for a fixed and final maximum amount of four hundred and eight thousand three hundred and five euros (€408,305) excluding taxes, incremented by VAT at the rate in force, for the Premises 4B Renovation Works; and
|
|
(ii)
|
for a fixed and final maximum amount of two hundred and eighty-two thousand two hundred euros (€ 282,200) excluding taxes, incremented by VAT at the rate in force, for the Fitting-Out Works,
|
|
-
|
of charges, taxes pertaining to the Leased Premises and to the Property which must be reimbursed by the Lessee to the Lessor in accordance with the terms of the Lease (it being specified that the amount of taxes pertaining to the Leased Premises and to the Property is not included in the provision for charges referred to above and shall be the subject of invoicing by the Lessor to the Lessee, separate from the provision for charges), and
|
|
-
|
of charges, taxes pertaining to the staff canteen (which shall be paid directly by the Lessee to the groupings formed among the Property’s tenants ),
|
5.1
|
The Lease has been granted and accepted for a duration of nine (9) full and consecutive years as of the Effective Date of the Lease.
|
5.2
|
Any notice of non-renewal given by the Lessee or by the Lessor pursuant to this Lease must be notified by bailiff service at least six (6) months in advance.
|
5.3
|
On the expiration of the Lease, in the event of renewal then the lease shall continue for a duration of nine (9) years, and the Lessee shall then be entitled to give notice of non-renewal on expiry of each three-year period.
|
5.4
|
The provisions of Article 5.1 above are material and determining factors not only for the financial conditions of the Lease but also for the will of the Lessor to enter into this lease.
|
|
-
|
until the expiry of a period of six (6) months following the date of vacating by the Lessee of the Leased Premises, said date of vacating arising from a formal record observing the return of the keys by the Lessee to the Lessor; a copy of this formal record of observation shall be sent to the guarantor bank by the Lessee;
|
|
-
|
or, in the event of renewal of the Lease, until the date of receipt by the guarantor bank of a letter from the Lessor attesting to the delivery of a new guarantee.
|
|
(i)
|
any entity or company that is controlled, within the meaning of Article L.233-3 of the Commercial Code, by ICON Plc, Irish Company,shall be deemed to be a company in the Lessee’s group;
|
|
(ii)
|
the Lessee may not sublet more than 60 % of the floor area of the Leased Premises (and 40% of the parking places) to more than five (5) different subtenants;
|
|
(iii)
|
the Lessee may not have more than five (5) companies domiciled in the Leased Premises; and
|
|
(iv)
|
if the subtenant or domiciled entity ceases being a company in the Lessee’s Group within the meaning of this Article, the sublet or domiciliation that it benefits from shall fully and automatically come to an end within one month of that event.
|
3.1
|
The Leased Premises - to the exclusion of the parking places - are intended for exclusive use as commercial offices, to the exclusion of any other use or activity even if connected or complementary, and the Lessee undertakes to use the Leased Premises peaceably and, in accordance with Articles 1728 and 1729 of the Civil Code, solely for the exercise of its activity as appearing on the date hereof in the Lessee’s Articles of Association, a copy of which is appended in Appendix 6, to the exclusion in particular of receiving the general public (it being specified that receiving the Lessee’s customers on appointment and receiving its fellow contractors, suppliers and others, in accordance with the intended use of the Leased Premises as commercial offices, are not concerned by this prohibition) and sale to the general public; it being agreed that no goods may be stored or displayed for sale in the Leased Premises.
|
3.2
|
The Lessee shall comply with laws, regulations and administrative prescriptions connected with the activities exercised by it, in such a manner that the Lessor shall never be pursued in this respect and shall be protected and held harmless against all consequences which may arise as a result.
|
3.3
|
The Lessor reserves the right to let other premises in the Property to any other person whatsoever including for activities which compete with those of the Lessee, which cannot claim any right of exclusivity.
|
5.1
|
Rent
|
5.2
|
Index-linking
|
5.2.1
|
The Rent shall be index-linked each year on the anniversary date of the Effective Date of the Lease, fully and automatically and without any formality or request, on the basis of the variation in the tertiary activity rents index (indice des loyers des activités tertiaires - ILAT) published quarterly by INSEE in the French Official Journal (Journal Officiel).
|
5.2.2
|
It is expressly agreed by and between the Parties that the application of the index-linking clause shall not have the effect of reducing the rent for any given year below the amount of the Rent fixed in Article 3.1 of the Special Terms and Conditions.
|
5.2.3
|
In the event of delay or absence of publication of the applicable index value at any given index-linking date, a provisional rent shall be charged. This provisional rent shall be calculated on the basis of the last published index value at the time of the call for payment of the rent. This provisional rent shall give rise to a corrective adjustment (supplement or repayment) once the final index value has been published.
|
5.2.4
|
In the event of absence of publication or disappearance of the index chosen by the Parties or in the event that the chosen index cannot be applied for any reason whatsoever, the Parties expressly agree:
|
|
(i)
|
to substitute for that index either the new statutory index which is published to replace it and which shall be compulsorily applicable to the Lease pursuant to laws and regulations, or, that failing, any similar index chosen by agreement between them,
|
|
(ii)
|
in the absence of a replacement index or agreement between the Parties, to substitute the construction cost for the same, and
|
|
(iii)
|
in the absence of publication or in the event of disappearance of the construction cost index, to have the Presiding Judge of the Tribunal de grande instance (District Court) with territorial jurisdiction over the location of the Property, deciding by order in référés (urgent summary / interlocutory proceedings), on petition by either party, an expert who shall have the powers of common Agent of the parties; this common Agent, whose decision shall be final and without appeal, shall have the task of choosing, and where necessary reconstituting, an index which reflects as precisely as possible the rents of tertiary sector activities on a national level. The index chosen by the expert having the powers of common agent shall apply with retrospective effect as of the date of the first index-linked adjustment as applicable pursuant to the contract following the disappearance of the index which was initially chosen by the Parties. The fees and costs of the order and of the expert shall be borne in equal shares by the Lessor and the Lessee.
|
5.2.5
|
The fact that the Lessor fails to exercise this index-linking clause, notwithstanding the variation of the reference index, may not under any circumstances be deemed to be an implied waiver of the application of that index.
|
5.2.6
|
By the common intent of the Parties, the provisions of this Article 5.2 shall be divisible, such that in the event that any one of them is inapplicable for any reason whatsoever, the others shall remain in force and applicable between the Parties.
|
5.2.7
|
The annual index-linking of the amount of the Rent, as provided for in this Article 5.2, constitutes a condition that is of the essence of and a determining factor for the will of the Lessor to enter into the Lease and to continue its performance.
|
5.2.8
|
For the avoidance of doubt, it is specified that the index-linked adjustment provided for in this Article 5.2 constitutes a contractual index-linking clause and does not refer to the statutory three-yearly revision as provided for in Articles L. 145-37 and L. 145-38 of the Commercial Code.
|
5.3
|
Payment terms for the Rent
|
6.1
|
As a condition which is of the essence of the Lease, without which the Lessor would not have entered into contract, it is expressly agreed by and between the Parties that the Rent is deemed to be net of any and all charges, taxes for the Lessor, with respect to the Leased Premises and/or the communal areas of the Property , and that the Lessee shall bear the entire amount, either directly or by way of advance or repayment to the Lessor, the charges and the taxes of any nature pertaining to the Leased Premises and/or the communal areas of the Property, , in reserves only exclusions mentioned in the Article 6.2 below.
|
6.2
|
The Lessee shall reimburse the Lessor for all charges pertaining to the Leased Premises and/or the communal areas of the Property and all charges pertaining to the Property (according to the share specified in the projection of the amount of charges as appearing in Appendix 7 corresponding to a pro rata calculated on the basis of the fractional share represented by the Leased Premises in the Property), including but without limitation:
|
|
a)
|
expenses for maintenance, cleaning (including maintenance and cleaning work to be carried out on the façades), exploitation, repairs (including in the event of disorder affecting the façades of the Property), improvements, works to ensure compliance and conformity with standards pertaining to the Property.
|
|
b)
|
expenses for maintenance, cleaning, exploitation, repairs, replacement, improvements, works to ensure compliance and conformity with standards pertaining to the Property’s technical installations and equipment (including heavy equipment and, where applicable, equipment in areas for exclusive use for which the Lessor retains management costs at the Lessee’s expense),
|
|
-
|
safety systems and their equipment,
|
|
-
|
heating/air conditioning installations (cooling units, office air treatment units, ancillary premises and technical/machinery premises, convector fans, air curtains, air conditioning/smoke removal extractors, extractors for technical/machinery premises, fire stop valves, water treatment, etc.) including heating/air conditioning and air renewal installations located in the Leased Premises, the repair and the replacement of which shall be provided by contractors mandated by of the Lessor which shall bill the cost onwards to tenants in the Property,
|
|
-
|
installations for the production and distribution of potable Hot Water for the communal areas of the Property and private, exclusive-use areas,
|
|
-
|
“high current” electrical installations (medium-voltage delivery station, medium to low voltage transformer, separating, breaker and metering units, sepam, per-floor electricity distribution panels, reactive energy production circuits, power circuits, internal/external lighting and safety lighting) including apparatus, circuit breakers, marking and reports, lights, wall sockets, chargers, batteries, generator sets,
|
|
-
|
“low current” installations (fire detection, access control, detectors, servos and control, skydome, CCTV, centralised technical management including its local units, sensors, actuator, supervisors, software),
|
|
-
|
installation of intercom system, including associated equipment,
|
|
-
|
water lift installations, including piping, sumps and their cleaning, the production of compressed air, electrical protection, automation, regulation and remote surveillance equipment,
|
|
-
|
extractions, including conduits, fire stop valves, electrical protection, automation, regulation and remote surveillance equipment,
|
|
-
|
installation of ventilation in the car parks, including extractors, CO detection equipment, electrical protection, automation, regulation and remote surveillance equipment,
|
|
-
|
lighting (normal internal/external lighting and safety lighting, technical/machinery premises, ancillary premises, corridors and landings),
|
|
-
|
plumbing installations (hot water, cold water, general drainage circuits) including conduits, siphons valves, inspections, descaling, cleaning,
|
|
-
|
lifting equipment (lifts, escalators, goods elevators),
|
|
-
|
automatic doors (car access, pedestrian access) and lifting gates,
|
|
-
|
toilets, including taps, emptying systems, drainage, fixed accessories,
|
|
-
|
fixtures, fittings and technical equipment of the Auditorium,
|
|
-
|
the cost of removal and sorting of communal waste,
|
|
c)
|
the cost of maintenance and renewal of decorative plants and landscaped areas,
|
|
d)
|
the expense, including social charges and associated charges, of personnel assigned to the Property including reception, caretaking, surveillance, cleaning, safety or the maintenance of installations or costs incurred in hiring external contractors for these purposes;
|
|
e)
|
all operating costs for caretaking, reception, telephone, decoration and management for the communal areas,
|
|
f)
|
fees of insurance brokers and premiums for the insurance policies referred to in Article 14 (including any premium surcharges paid for the Leased Premises),
|
|
g)
|
fees for rental and technical management etc. within a limit of 3.5 % of the annual rent excluding taxes and excluding charges;
|
|
h)
|
services of the engineering firm responsible for following up on the operation of lifts and elevators, heating and air conditioning, automatic doors, escalators, etc.;
|
|
i)
|
the cost of modifying the incoming lines, internal installation or any meter replacement as may be required by service providers;
|
|
j)
|
the consumption costs for lighting, utilities, heating, air conditioning, ventilation of the communal areas and all costs connected with the consumption of equipment located in the communal areas;
|
|
k)
|
all of the expenses pertaining to the staff canteen (including utilities consumption) as well as expenses pertaining to the upkeep, maintenance, verification, compliance with standards and renewal of all of the furniture and equipment (hereinafter referred to as the “Equipment”) of the staff canteen, it being specified that the charges pertaining to such expenses shall be called up by the associations referred to in Article 20 below;
|
|
l)
|
current and future taxes of any nature, including real estate tax as referred to in Article 7, it being specified that said taxes shall be the subject of distinct invoicing;
|
|
m)
|
the charges arising as a consequence of any servitudes;
|
|
n)
|
the cost of operation of the shuttle that the Lessor provides for tenants of the Property (it being specified that this cost is currently distributed among the tenants of the Property according to the number of badges for access to the Property provided to each tenant)
|
|
o)
|
the costs and fees associated with the environmental follow-up and any environmental certifications,
|
|
(i)
|
the cost of any security interests and/or pledge which are registered over the real property forming the subject-matter hereof
|
|
(ii)
|
the costs concerning the negotiation of leases with other Lessees or pertaining to disputes between the Lessor and other Lessees
|
|
(iii)
|
all costs and expenses incurred due to breach by the Lessor of the clauses and conditions of this lease or any other lease granted by the Lessor over the premises in the Property; and
|
|
(iv)
|
the cost of any works financed by insurance compensation paid to the Lessor for any event of loss affecting the Property.
|
6.3
|
VAT and payment terms
|
6.3.1
|
The aforementioned charges shall be subject to value added tax or any other new tax that may be created as complement to or as substitute for the same, at the rate in force on the date of each payment.
|
6.3.2
|
The payment of charges by the Lessee shall be made by the payment, in addition to the Rent, of a provision fixed by the Lessor on the basis of the forecast budget of charges of the Property drawn up each year.
|
6.3.3
|
At the end of each annual period, the amount of the invoiced provisions shall be regularised according to the statement of charges drawn up by the Lessor or its agent.
|
6.3.4
|
The terms for the invoicing and payment of charges are set forth in Appendix 4.
|
11.1
|
Use of the Leased Premises by the Lessee
|
11.1.1
|
The Lessee undertakes to use the Leased Premises in accordance with Articles 1728 and 1729 of the Civil Code, honourably and peaceably, for the use defined in Article 3 of the General Terms and Conditions.
|
11.1.2
|
The occupation of the Leased Premises by the Lessee must not give rise to any infringement or any complaint or claim by any person whatsoever, including the other occupiers of the Property.
|
11.1.3
|
The Lessee undertakes to comply with the internal regulations, servitudes, grouping bye-laws and other prescriptions of any nature applicable to the Property and to any changes thereto that the Lessor reserves the right to make.
|
11.2
|
Furnishing
|
11.3
|
Maintenance of the Leased Premises
|
11.3.1
|
The Lessee shall maintain the Leased Premises in very good state of upkeep, operation, safety, cleanliness and tenants’ repairs, and shall proceed with all repairs, works and replacements, at its own expense and progressively as any deterioration occurs as well as prior to restitution of the Leased Premises to the Lessor at the end of the lease, without any distinction and as necessary, including:
|
|
(i)
|
by way of derogation from the provisions of Article 1755 of the Civil Code, those repairs connected with events of force majeure and wear and tear,
|
|
(ii)
|
repairs and, as applicable, replacement of fences, gates, doors, windows, roller blinds, steel shutters, shades and other items, floor, wall and ceiling coverings, parquets, tiling, woodwork, locks and fastenings, plumbing, sanitary appliances, installations for the production and distribution of Potable Hot Water located in the Leased Premises, taps, electrical installations, all internal channels and conduits, etc.;
|
|
(iii)
|
repairs, maintenance and replacement of heavy equipment in the Leased Premises (with the exception however of any intervention on the air conditioning system and the system for the renewal of air, which shall be undertaken by contractors hired by the Lessor and the cost of which shall be invoiced onwards to the Lessee), and
|
|
(iv)
|
all works and expenses whatsoever as may be applicable to the Leased Premises or to the Property specifically due to the activity exercised by the Lessee in the Leased Premises, this list being solely an enunciation and not in any manner limitative;
|
11.3.2
|
The Lessee shall return the Leased Premises, on vacating the premises, under those conditions provided in Article 19 of the General Terms and Conditions.
|
11.3.3
|
In the context of the performance of its obligations, the Lessee shall only call upon contractors which are duly qualified and experienced, and approved by the Lessor - it being agreed that the Lessor may not refuse its approval without legitimate grounds - acting under the direction of skilled tradesmen who are duly qualified and experienced, and these contractors and skilled tradesmen shall be required to provide substantiation to the Lessor of having taken out the appropriate insurance. This approval procedure shall not be applicable for routine upkeep and maintenance work, but the Lessee nevertheless undertakes only to call upon contractors which are duly qualified and experienced.
|
11.3.4
|
In the event of failure to act by the Lessee in the performance of the works that it is responsible for pursuant to the Lease, and following notice of breach notified to the Lessee by registered letter with return receipt requested summoning it to perform such works within a period of fifteen (15) days and which has remained without effect, the Lessor shall be entitled to have such works carried out at the cost and risk of the Lessee.
|
11.4
|
Compliance with rules for the operation of the Property, safety rules and sanitary standards
|
11.4.1
|
The Lessee must also comply with the internal regulations of the Property (appearing in Appendix 9 and with all documents governing the operation of the Property (including the sports zone regulations appearing in Appendix 10 as well as the directives and recommendations of the manager(s) of all or part of the Property, and undertakes to have its personnel and any person that it is responsible for or with which it deals (suppliers, customers, visitors etc.) comply with the same.
|
11.4.2
|
The Lessee undertakes in particular:
|
|
●
|
to leave all emergency exits free of any furniture or objects whatsoever at all times;
|
|
●
|
not to load floors with a weight exceeding what they can bear; in this respect it is specified that the office floors can bear a weight of 350 kg/m²;
|
|
●
|
not to overload the lifts, including the goods elevators, if any, or damage the cabs;
|
|
●
|
to abstain from any noisy, dangerous, disruptive or insalubrious activity; to take any useful or necessary measure to prevent any disagreeable odour; to abstain from disposing of any corrosive substances or those which may block sewers and drains, and generally not to do anything which might affect said drains;
|
|
●
|
not to use any of the communal areas, even temporarily and intermittently, for any packing or unpacking, for the placing of counters, distributing machines or other installations; in the event that in the framework of performing its obligations, the Lessee calls upon contractors who will pass through the communal areas of the Property, it must obtain the Lessor’s prior agreement as to the hours and plans for the access of these contractors to the Leased Premises via the communal areas of the Property;
|
|
●
|
to comply, and ensure compliance by any contractor hired by it, with the rules applicable to works carried out in an establishment by an external contractor;
|
|
●
|
not to use any loud speaker or other means of broadcast or any device whatsoever that may be heard outside the Leased Premises, nor any electric or other device which may disturb radiotelephone reception, transmissions of GSM, WAP, GPRS or UMTS or other telephones, or broadcast or digital television or Bluetooth or Wifi wireless digital networks, without having provided such devices with systems such as to avoid any disturbance for neighbours, and to take particular care in avoiding any interference between the various wireless networks used by the Lessee and those used by the other occupiers of the Property;
|
|
●
|
not to use any slow combustion equipment or equipment producing harmful gasses, and the Lessor shall not be liable in any manner for any accidents causing property damage or bodily injury caused by such equipment;
|
|
●
|
not to install in the Leased Premises any machine liable to cause disturbance to neighbours, and to remove any such installed machines without delay if their operation, despite the precautions taken, constitutes grounds for justified complaints by the other occupiers of the Property;
|
|
●
|
not to install any engine in the Leased Premises, whatever its source of power, except with the prior written authorisation of the Lessor, with the exception of ordinary office equipment, ensuring that it is provided with the necessary systems to avoid any disturbance to other tenants of the Property and to neighbours, and to remove any installed with authorisation if their operation, despite the precautions taken, constitutes grounds for justified complaints by the other occupiers of the Property or neighbours;
|
|
●
|
to take all steps to avoid the propagation of vermin, insects, etc. and, as the case may be, to destroy them;
|
|
●
|
to ensure that its personnel and its visitors conduct themselves properly;
|
|
●
|
not to store, inside or in the vicinity of the Leased Premises, inside or outside the Property, any dangerous or inflammable substances, radioactive or corrosive materials and, generally, any product that may be an issue for the security of occupiers of the Property or the health and hygiene in the Property;
|
|
●
|
not to place or allow any third party to place anything, at the entrances of the Leased Premises or of the Property, or in the landscaped areas, which infringes safety rules or sanitary standards;
|
|
●
|
not to install any awning, canopy or external blind whatsoever.
|
11.4.3
|
The Lessee shall be responsible for the safety and security of persons and property due to the Leased Premises and due to their use.
|
11.5
|
Compliance with regulations – Compliance Works
|
11.5.1
|
The Lessee, which assumes the responsibility of head of establishment throughout the duration of the Lease, shall scrupulously comply, and ensure compliance by persons in its employment or service and by its customers, visitors and suppliers, with all of the administrative authorisations, laws, regulations and orders in force now and in future, applicable to the Leased Premises, including, but without limitation, with respect to highways, police, health, salubriousness, the environment (including in particular for matters of environmental performance), labour regulations, safety, regulations concerning accessibility for disabled persons and persons of reduced mobility, the rules defined by national and European standards concerning fire-fighting and the prescriptions of fire-fighters and safety officers, all in such a manner that the Lessor shall never be pursued in this respect.
|
11.5.2
|
The Lessee undertakes to carry out, at its own expense and under its own responsibility, throughout the entire duration of its occupation, all works to ensure compliance with regulations, as recalled above, and to ensure standards compliance affecting the Leased Premises or their installations (including any modifications or developments), whether such works or developments are connected to the Lessee’s activity or not, and whether or not they have been the subject of prescriptions, claims or administrative injunctions, such that the Lessor shall never be pursued in this respect. The Lessor must be informed in advance of the performance of such works, which shall be carried out in accordance with Article 11.8.
|
11.5.3
|
The Lessee shall also bear, at its sole expense, the performance of all diagnostics pertaining to making the premises compliant with standards and those searches provided for by applicable regulations.
|
11.5.4
|
All works to ensure compliance and to meet standards for the communal areas of the Property and its technical installations as well as the items of collective technical equipment located in the Leased Premises (specifically, technical equipment for which maintenance is provided by contractors hired by the Lessor, at the Lessee’s expense, including the air conditioning system and the controlled mechanical ventilation system), shall be carried out by the Lessor which shall invoice the cost to the Lessee, and the Lessee accepts to reimburse this cost to the Lessor in accordance with Article 6 of the General Terms and Conditions.
|
11.6
|
Visits to the Leased Premises by the Lessor - Access in the event of urgency
|
11.7
|
Works by the Lessor
|
|
(i)
|
for the maintenance, repair, replacement, improvement and/or modification of the Leased Premises and/or equipment;
|
|
(ii)
|
for the purpose of seeking and repairing any damage and harmful events which have occurred in the Leased Premises, in the Property or in a neighbouring building.
|
11.8
|
Works carried out by the Lessee
|
11.8.1
|
Conditions for the performance of works
|
|
a)
|
The Lessee may not make any intervention in the Leased Premises involving any demolition, piercing of walls, floors or ceilings, any construction, modification or works affecting the solidity and/or structural elements and/or safety and/or equipment and/or the functioning of the Leased Premises and/or of the Property, any works which might change the intended use of the Leased Premises or any change in the arrangement of rooms which might affect the fire-proof doors or walls or technical installations, without the express prior consent of the Lessor.
|
|
(i)
|
a detailed description of the planned works and equipment (written and graphical documents) prepared by a maître d’œuvre (works project manager, architect etc.),
|
|
(ii)
|
a forecast timetable for the performance of the works, prepared by a maître d’œuvre (works project manager, architect etc.),
|
|
(iii)
|
the authorisation request file, if necessary (declaration of works, building permit application and/or demolition permit application, etc.),
|
|
(iv)
|
the list of contractors which will intervene to carry out the works in question,
|
|
(v)
|
a safety file,
|
|
(vi)
|
proof of subscription to construction insurance as maître d’ouvrage (project owner / developer) for the works (completed construction (dommage ouvrage) insurance with an extension of cover including the proper operation warranty for fitted equipment, intangible loss and damage to existing constructions, for the appropriate amounts; comprehensive site insurance (tous risques chantier) covering the entirety of the works and containing an extension of cover including damage to pre-existing structures as well as the liability of the Lessor and of the Lessee for damage caused to third parties due to the performance of the works, for appropriate amounts, etc.) and the liability insurance inherent in the works to be carried out, covering the Lessee and the intervening parties on the site (including general non-contractual liability and liability under the ten-year warranty) with an indication of the cover limits for each insurance policy,
|
(vii)
|
a written report from an renowned engineering firm confirming that the works do not undermine the solidity of the Leased Premises and/or the Property and its structures and, consequently, that they may be carried out without inconvenience and without danger. The Lessee’s engineering firm shall as a minimum have the following studies and works follow-up: solidity of the existing and created constructions, safety of persons, compliance of all electrical, air conditioning or other installations. The report shall also specify the consequences of the planned works on the outstanding two-year and ten-year warranties, where applicable, as arising in particular from any prior works carried out by the Lessee in the framework of the Lease, with the Lessee having no right of claim or recourse against the Lessor if these warranties are affected by the planned works.
|
|
b)
|
In the event that authorisation is granted, the Lessor may require that the works be carried out under the supervision of the Lessor’s architect and/or an engineering form chosen by it and/or any other skilled tradesman.
|
|
c)
|
After having obtained the Lessor’s consent and before beginning its works, the Lessee shall take personal responsibility for dealing, at its own expense, with the filing in its own name, the obtaining, and the purging of any appeals against any of the administrative- authorisations that may be required to carry out the works, all certificates, studies and authorisations of any nature as may be required to carry out the works (administrative authorities, architects, neighbours, etc.) as well as the payment of all taxes and contributions connected with such authorisations.
|
|
d)
|
It shall be prohibited, in any event, for the Lessee to proceed with any installation that may hinder access to the convector fans, air conditioning installations, inspection hatches, drainage taps, stopcocks, meters, pipes or any other installations that may exist in the Leased Premises.
|
|
e)
|
If the works are carried out by the Lessee without the prior, express and written authorisation of the Lessor, it may be required by the Lessor to return the premises to their initial state, in whole or in part, and this must be carried out by the Lessee within a period of three (3) months as of the notification made to it by the Lessor or its agent. That failing, on the expiry of the abovementioned period of three (3) months, a penalty shall be owed by the Lessee to the Lessor equal to (i) three hundred euros (€300) excluding taxes per day late during the 1st and the 2nd month of delay, (ii) five hundred euros (€500) excluding taxes per day late, beyond the 2nd month of delay, during the 3rd and the 4th month of delay, and (iii) eight hundred euros (€800) excluding taxes per day late, beyond the 4th month of delay, for the 5th and the 6th month of delay, without prejudice to the possible implementation of the termination clause as provided in the Lease.
|
|
f)
|
The Lessee shall alone have the authority to give the necessary instructions to the contractors, to sign the works contracts, to pay their invoices, to approve subcontractors, to grant formal acceptance of the works and to liquidate the worksite accounts, it being specified that the works shall be carried out at the Lessee’s risk and expense, subject to its sole and exclusive liability.
|
|
g)
|
The Lessee shall carry out its works at its own expense, in strict compliance with applicable regulations in matters of health, accident prevention, safety, respect for the environment as resulting from the Building and Housing Code, the Environmental Code, the Employment Code and best trade practices, using materials which are of perfect quality and in compliance with the documents approved by the Lessor, all of the above being in such manner that the Lessor shall never be pursued in this respect.
|
|
h)
|
The Lessee shall invite the Lessor to come to observe the completion of the works, carried out in accordance with the complete works file as validated by the Lessor.
|
|
i)
|
In the context of performing any works in the Leased Premises, the Lessee undertakes:
|
|
(i)
|
not to cause any disturbance going beyond ordinary neighbourly disturbances for the other occupiers of the Property or neighbouring buildings,
|
|
(ii)
|
to take personal responsibility for dealing with all claims and complaints that may be made by the other occupiers of the Property and by third parties with respect to said works, and
|
|
(iii)
|
to protect the Lessor and hold it harmless against any liability that it may incur towards any person due to property damage or intangible loss arising directly or indirectly from the Lessee’s works.
|
11.8.2
|
Accession
|
11.9
|
Reception - Caretaking - Cleaning
|
11.10
|
Plates and Signs
|
11.11
|
Parking places
|
|
(i)
|
not to wash vehicles, or carry out any repair or maintenance work such as radiator water change, oil change, greasing, etc. on the parking places;
|
|
(ii)
|
to take all necessary measures so that the use of the parking places is strictly reserved to members of its personnel and visitors who are accredited by it;
|
|
(iii)
|
not to use the parking places for storage, as archive premises, reserves or stores for any objects whatsoever;
|
|
(iv)
|
to comply with regulatory rules and/or special rules for the operation and safety of the parking places;
|
|
(v)
|
to comply with the particular instructions for use as may be given to it by the Lessor or by persons in the Lessor’s employment or service,
|
|
(vi)
|
to collect and to return to the Lessor on its demand the means of access (magnetic cards, keys etc.) which are provided to it, in order to allow for their replacement and at the end of the Lease.
|
12.1
|
Sublet - Domiciliation
|
12.1.1
|
The Lessee must occupy the Leased Premises itself and may not make all or part of the Leased Premises available to any other party, in any form whatsoever, including, inter alia, sublet, lease to management, domiciliation (even if temporarily, without charge, or on a precarious basis), without having obtained the prior written authorisation of the Lessor, failing which the Lease shall be terminated under those conditions laid down in Article 18.
|
12.1.2
|
To be validly made, the request for the Lessor’s authorisation must be sent by the Lessee to the Lessor by registered letter with return receipt requested, and must contain all necessary and useful information concerning the candidate, together with notification of the full text of the draft sublet agreement. The Lessor shall send its response (without being obliged to give reasons or substantiation for the same) at the latest within twenty (20) business days following receipt of the request. Absence of response within this period shall be deemed a refusal by the Lessor.
|
12.1.3
|
In the event of sublet (as authorised by the Lessor in accordance with this Article 12.1), the charges and conditions of the sublease must be compatible with all of those set forth in the Lease. In the event of incompatibility, the clauses of the Lease shall prevail. Any sublet agreement for the whole of the Leased Premises, if authorised by the Lessor, must be entered into terms which are strictly identical to those of the Lease.
|
12.1.4
|
In all cases, no sublet may be entered into less than eight (8) business days following notification inviting the Lessor to attend for the execution of the planned sublease - and which has been notified to the Lessor in advance under those conditions laid down in Article 12.1.2 - specifying the planned place, date and time for the signature of said sublease agreement.
|
12.1.5
|
In the event of sublet, the Lessee shall remain debtor for the entire amount of rent, fees, charges and incidental sums and shall remain bound by all of the obligations owed pursuant to the Lease, such that the Lessor’s relations shall only be with one single tenant, holder of the Lease for the entirety of the premises and which shall alone be liable for payment of the Rent and for the performance of the charges and conditions of the Lease, with the Lessor not agreeing under any circumstances to having any legal relations whatsoever with any possible subtenants. The works for the restoration of the Leased Premises as a consequence of sublets shall be exclusively borne by the Lessee.
|
12.1.6
|
Any sublease agreement granted by the Lessee must compulsorily reproduce, verbatim, the terms of Articles 12.1.3, 12.1.4, 12.1.5, which shall be binding on the subtenant, together with the following clause by which the subtenant represents that it has full knowledge and acknowledges that:
|
|
(i)
|
since the fate of the sublease will follow that of the Lease, the expiry or termination of the latter for any reason whatsoever shall fully and automatically cause the termination of the former;
|
|
(ii)
|
the Leased Premises form an indivisible whole and therefore the subtenant cannot, under any circumstances whatsoever, rely on a direct right against the Lessor, including in particular at the end of the Lease or its termination for any reason whatsoever.
|
12.1.7
|
If any of the above requirements is not met, the sublet shall be deemed to be irregular.
|
12.2
|
Assignment
|
|
(i)
|
the prior payment of all arrears of Rent in principal, charges and incidentals,
|
|
(ii)
|
the delivery to the Lessor of an enforceable writ of original recorded counterpart of the deed of assignment within one month of its signature, at the Lessee’s expense, failing which the Lease may be fully and automatically terminated,
|
|
(iii)
|
the payment by the assignee to the Lessor, on the date of assignment of the Lease, of a complementary security deposit equal to three (3) months of the Rent in force on the date of assignment of the Lease in order to increase the total amount of the security deposit held by the Lessor to six (6) months of Rent.
|
12.3
|
Lease to Management (location gérance)
|
13.1
|
Complete destruction
|
13.2
|
Partial destruction
|
13.2.1
|
If the partial destruction concerns, or makes unusable, less than forty percent (40%) of the private (exclusive-use) floor areas of the Leased Premises, the Lessor alone shall, by way of derogation from Article 1722 of the Civil Code, be entitled to terminate the Lease, fully and automatically, without any indemnity being owed by either party, (i) without this limiting the Lessor’s rights against the Lessee if the partial destruction can be attributed to the latter, including in the event of breach by the Lessee of any of its obligations under the Lease, and (ii) provided that the Lessor’s right to have reconstruction works carried out (at the Lessee’s risk and expense of the destruction is attributable to it).
|
|
(i)
|
the Lessee shall bear the performance of such Reconstruction Works in the Leased Premises, without being able to claim any indemnity or reduction of the Rent (other than the rent reduction referred to above), even where such works last for more than forty (40) days and whatever inconveniences may arise as a result, by way of derogation from Article 1724 of the Civil Code; the Lessor shall make its best efforts in order to limit the disturbance caused to the Lessee in this respect,
|
|
(ii)
|
the Lessor may have the Reconstruction Works carried out at the Lessee’s risk if the destruction is attributable to it; and
|
|
(iii)
|
the Lessor shall alone conserve the right to reimbursement of the cost of these Reconstruction Works, whether from its insurance company or, as applicable, from the insurance company of the Lessee or of any third party and the Lessee.
|
13.2.2
|
If the partial destruction concerns, or makes unusable, more than forty percent (40%) of the private (exclusive-use) floor areas of the Leased Premises or if the partial destruction is such as to wholly deprive the Lessee of possession and enjoyment of the Leased Premises, then, by way of derogation from Article 1722 of the Civil Code, the Lease may be terminated fully and automatically, without any indemnity being owed by either party, on the request of the Lessor or of the Lessee (unless the partial destruction can be attributed to the Lessee in which case it cannot terminate the Lease) without this limiting the Lessor’s rights against the Lessee if the partial destruction can be attributed to the latter, including in the event of breach by the Lessee of any of its obligations under the Lease.
|
|
(i)
|
the Lessor shall grant the Lessee a rent reduction (unless the partial destruction can be attributed to the Lessee) for the period of the partial loss of possession and enjoyment, calculated on a pro rata basis according to the destroyed floor areas and applicable as of the date of the event of loss until the completion of the Reconstruction Works by the Lessor;
|
|
(ii)
|
the Lessor undertakes to study the possibility of carrying out the Reconstruction Works for the destroyed floor area of the Leased Premises and to inform the Lessee, in writing, of its decision whether or not to carry out the Reconstruction Works (hereinafter referred to as the “Decision”) within a period of eight (8) months as of the occurrence of the event of loss (or, where applicable, the filing of the report of the Expert), with the Lessor not being bound by any obligation to give the reasons for its decision to refuse to carry out the Reconstruction Works.
|
|
(i)
|
either to terminate the Lease by notifying such termination to the Lessor by registered letter with return receipt requested, within a period of thirty (30) days as of the Decision Notification, if the forecast timetable for the Reconstruction Works provides for a duration of works exceeding one and a half years as of the Decision Notification. This termination shall be effective at the end of the period indicated by the Lessee (this period not being able to be less than forty-five (45) days except with the express written agreement of the Lessor for a longer period) in the termination letter and no indemnity shall be owed by the Lessor to the Lessee for loss of possession and enjoyment, operating loss or in any other respect;
|
|
(ii)
|
or to continue the Lease, in which case:
|
|
●
|
the Lessee shall bear the performance of such Reconstruction Works in the Leased Premises, without being able to claim any indemnity or reduction of the Rent (other than the rent reduction referred to above), even where such works last for more than forty (40) days and whatever inconveniences may arise as a result, by way of derogation from Article 1724 of the Civil Code; the Lessor shall make its best efforts in order to limit the disturbance caused to the Lessee in this respect;
|
|
●
|
the Lessor may have the Reconstruction Works carried out at the Lessee’s risk and expense if the destruction is attributable to it or at the risk and expense of whoever they may be applied to, and shall make its best efforts to comply with the forecast timetable of works that it has communicated to the Lessee in the context of the Decision Notification;
|
|
●
|
the Lessor shall alone conserve the right to reimbursement of the cost of these Reconstruction Works, whether from its insurance company or, as applicable, from the insurance company of the Lessee, notably in the event that the event of loss is attributable to the Lessee, or from any third party or from the Lessee.
|
13.2.3
|
In the cases referred to in this Article and in the absence of agreement between the Parties as to the calculation of the percentage destroyed floor areas of the Leased Premises or of the Rent reduction, this calculation shall be made by an expert chosen by mutual agreement between the Lessor and the Lessee (hereinafter the ”Expert”). If they should fail to appoint such an expert within fifteen (15) business days following the date of the event of loss, this appointment shall be made on the Lessor’s petition by the Presiding Judge of the Tribunal de grande instance (District Court) wth jurisdiction over the location of the Property, sitting in référés (urgent summary / interlocutory proceedings), with the cost and fees for the order being borne in equal shares by the Lessor and the Lessee, and similarly for the fees of the chosen or appointed Expert, the decision concerning the same being final between the Parties.
|
14.1
|
Lessor’s insurance
|
14.2
|
Lessee’s insurance
|
|
(i)
|
the property damage to works and improvements (fitting-out and furnishing) whether carried out at its expense or not, and all material objects or other moveable property belonging to the Lessee which furnish the Leased Premises, for the usually-covered risks including in particular those arising from events such as fire, lightning, explosion, water damage, cost of rubble clearing, demolition, window breakage, leaks from sprinklers or any other liquid, falling aircraft and airborne objects, malevolent act, impact by land-going vehicles, natural disaster, storm and hail on roofs, smoke, riot and civil uprising, expert appraiser’s fees, and all expenditure made necessary for the renovation of the Leased Premises.
|
|
(ii)
|
its loss of use or deprivation of enjoyment and possession, for a minimum of 24 months.
|
|
(iii)
|
its non-contractual liability for any accidental bodily injury, property damage or immaterial damage consecutive or accidental losses caused to third parties, directly provoked by its activity, property belonging to the Lessee as referred to in point (a) hereinabove, and by those persons in its employment or service.
|
|
-
|
not to infringe any of its insurance policies in any manner whatsoever,
|
|
-
|
to pay the premiums pertaining to its insurance policy or policies, duly and on due date,
|
|
-
|
to substantiate performance of the preceding clauses, on the Lessor’s first demand, by producing the insurance policy or policies and the receipts for payment of the premiums pertaining thereto,
|
|
-
|
to notify the Lessor of any fact or circumstance which may make it necessary to provide for an addendum to the Lessor’s insurance policies.
|
|
-
|
the heads of cover,
|
|
-
|
the cover amounts and deductibles,
|
|
-
|
the up-to-date payment of premiums, and
|
|
-
|
the validity period.
|
14.3
|
Waiver of claims
|
15.1
|
The Lessee shall take personal responsibility for periodical inspections concerning the search for dangerous substances (and asbestos in particular) in the Leased Premises, together with the complementary works that are necessary during its possession, connected in particular with the specific fitting-out or other works carried out by it or on its behalf and shall send the Lessor, on its demand, a copy of each report drawn up in this context.
|
15.2
|
If the Lessee should proceed with installing in the Leased Premises any installation classified for the protection of the environment or any installation or equipment which is not classified but which nevertheless presents a hazard for the environment, it must obtain the prior written agreement of the Lessor and, in the event of its agreement, it shall be the operator and undertakes to insure, at its own expense, the maintenance, repairs and any replacements that may be necessary for any reason whatsoever.
|
|
(i)
|
all costs connected with the filing of the application for authorisation or the declaration shall be borne by the Lessee,
|
|
(ii)
|
the Lessee shall, solely at its own expense, maintain the ICPE in question and bring it into compliance with all regulations in force, now and in future, such that the Lessor shall never be pursued in this respect or bear the cost thereof,
|
|
(iii)
|
the Lessee shall, solely at its own expense, cause the ICPE to be operated and maintained in such a manner that this installation shall not be such as to cause a nuisance of any nature to third parties and/or to the other tenants of the Property, and
|
|
(iv)
|
the Lessee shall protect and indemnify the Lessor and hold it harmless against any claim made against it with respect to the ICPE for which the Lessor has declared itself to be the operator.
|
15.3
|
In the event that the Leased Premises are located in a zone covered by a plan for the prevention of technological hazards (plan de prévention des risques technologiques) or by a plan for the prevention of foreseeable natural hazards (plan de prévention des risques naturels prévisibles), whether prescribed or approved, or in a seismic zone as defined by Decree adopted in the Conseil d’Etat, a statement of the foreseeable natural hazards, technological hazards or seismic risks pertaining to the zone in which the Leased Premises are located, shall be appended to the Lease pursuant to Article L. 125-5 of the Environmental Code (Appendix 11).
|
15.4
|
Asbestos
|
15.5
|
Environmental Appendix
|
15.6
|
Energy performance diagnostic
|
17.1
|
The Lessee may not under any circumstances do anything or allow persons acting under its responsibility or with its authorisation to do anything which may damage or degrade the Leased Premises and/or the Property. The Lessee shall ensure that the tranquillity and proper upkeep of the Leased Premises and/or of the Property are not perturbed by it, by its personnel or by its visitors and shall be held liable for any damage caused by it, by those in its employment or service, or by its agents, customers, suppliers or visitors.
|
17.2
|
The Lessee shall not bring any liability claim or complaint against the Lessor for any disturbance and/ or deprivation of possession and enjoyment caused by any third party and shall take personal responsibility for dealing with any claims to be brought against the person causing the loss or damage, with the Lessor causing it, where applicable, to enter by way of subrogation into its rights for this purpose.
|
17.3
|
The Lessee waives any liability claim or complaint against the Lessor, any and all agents of the Lessor and their insurers, and undertakes to obtain the same waiver of claim from its insurers, for the following cases:
|
|
(i)
|
damage to and/or destruction, whether partial or total, of its furniture, equipment and, generally, all objects belonging to it or which it holds in any respect whatsoever, and any deprivation of possession and enjoyment and any operating loss, even in the event of total or partial loss of its business concern, including any damage caused to it or losses suffered by the intangible assets of such business concern, even where the damage or destruction arises due to a construction defect, or caused by another occupier of the Property, caretaker or guard or any other person for whom the Lessor bears [vicarious] liability;
|
|
(ii)
|
in the event of theft or any criminal act (or attempted act) or any other unlawful aggression suffered in the Property and/or in the Leased Premises by the Lessee, by those in its employment or service, by its customers or by its visitors, as the Lessor does not assume any surveillance obligation;
|
|
(iii)
|
in the event of interruption or improper functioning of the Property’s various communal services and equipment (water, heating, electricity, including the failure of installations for the “high quality inverter-regulated” electricity supply, air conditioning, etc.) or in the event of the stoppage of lifts and elevators even if for a prolonged period;
|
|
(iv)
|
in the event of harmful acts by other occupiers of the Property, their personnel, suppliers and customers and generally any third parties, the Lessee taking personal responsibility for dealing with any claims to be brought against the person causing the property damage or intangible loss, including any disturbance or deprivation of enjoyment or possession, with the Lessor causing it, where applicable, to enter by way of subrogation into its rights for this purpose;
|
|
(v)
|
in the event of damage caused to the Leased Premises and to the objects located therein following leaks, infiltration, humidity, riot, strike or other circumstances, with the Lessee to insure itself against these risks without any claim against the Lessor;
|
|
(vi)
|
in the event of accident occurring in the Property or in the Leased Premises, whatever the cause except in the event of exclusive fault by the Lessor or its personnel,
|
(vii)
|
in the event of expropriation on public utility grounds, all of the Lessee’s rights being reserved against the expropriating party.
|
18.1
|
Termination clause
|
18.1.1
|
It is expressly provided that in the absence of payment of any single instalment or fraction of an instalment of Rent, charges or incidentals on due date, any arrears due as a consequence of index-linked adjustment or revision of the Rent or renewal of the Lease, any sums due with respect to its occupation, the costs of served summons to pay and later court costs, or in the event of failure to perform any one of the conditions of the Lease, and one (1) month following summons to pay or to perform which has remained without effect, the Lease shall be fully and automatically terminated at the Lessor’s discretion without any petition being required before the courts, even in the event of payment or performance after the expiry of the above period. This clause is set forth for the sole benefit of the Lessor and it may waive it at its discretion.
|
18.1.2
|
In the event of termination of the Lease, whether by right (fully and automatically) or by judicial decision, due to the Lessee’s fault:
|
|
-
|
the total amount of the Rent to be paid in advance, even if part of it has not yet been so paid, together with the security deposit, shall be fully earned by the Lessor,
|
18.2
|
Sanctions
|
18.2.1
|
In the event of failure by the Lessee to observe the obligations owed by it under the Lease, in particular concerning the maintenance, repair and renovation of the Leased Premises, and without this limiting the terms of Article 18.1 hereinabove, the Lessor shall be entitled, eight (8) days (except in the event of urgency where the Lessor may intervene immediately, without notice) following the sending of mere notice by registered letter with return receipt requested which has remained without effect, to have the breached obligation carried out by the service provider of its choosing, at the Lessee’s risk and expense. The costs of this intervention shall be added, where relevant, to the next instalment of Rent, independently of any damages and the possible implementation of the termination clause.
|
18.2.2
|
In the event of failure to pay the Rent and/or incidentals and/or any other sums due under this lease, on due date, said sums shall bear interest at the rate contractually agreed in the Special Terms and Conditions, as of their due date pursuant to the Lease until their effective payment; independently of any damages and the possible implementation of the termination clause.
|
19.1
|
On its departure from the Leased Premises (including in the event of early termination of the Lease), the Lessee shall return the Leased Premises together with any works and installations which have become the property of the Lessor by accession pursuant to the option provide for in Article 19.2 below, in a condition compliant with the specifications set forth in Appendix 21 for Premises 4B and in a condition conforming to the schedule of condition on entry for Premises 4A, compliant with regulations in force at that time (including for the functioning of equipment and installations of the Leased Premises and security) and free of any furniture.
|
19.2
|
All works, fittings and installations which amount to fixtures, whether authorised by the Lessor or not, and whether pertaining to works for installation, finishing, improvement, fitting-out, modification, repair or for compliance with standards, made during the Lessee’s occupation of the Leased Premises, shall become the property of the Lessor, at its discretion, by way of accession, on the departure of the Lessee, without any indemnity of any sort.
|
19.3
|
As of notice of non-renewal by the Lessee or by the Lessor, as the case may be, the Lessor may at any time, and at the latest four (4) months before the date of the end of the Lease, proceed with a formal observation of the condition of the Leased Premises and their equipment in the presence of a bailiff – whose costs shall be borne for one half each by the Parties, and the Lessee hereby authorises, in advance, the Lessor and the bailiff to enter the Leased Premises for the purposes of this formal observation.
|
|
(i)
|
the list of works, fittings, installations, works that it wishes to retain, and those that it wishes to have removed pursuant to Article 19.2 above;
|
|
(ii)
|
the list of repairs to be made which are the responsibility of the Lessee pursuant to Article 19.1 above.
|
|
-
|
either refusing the keys and demanding that the Lessee proceed with works for replacement, repair, cleaning, removals etc. which are required,
|
|
-
|
or proceeding itself with such works, at the Lessee’s expense, with these costs being set off against the amount of the security deposit.
|
19.4
|
In the event that the Lessee begins its works without having first transmitted to the Lessor the renovation works file, drawn up in accordance with the provisions of Article 11.8.1 above, or in the event that the Lessee carries out its works without complying with the observations of the Lessor or its maître d’œuvre (works project manager, architect etc.) concerning the scope, nature and quality of the works carried out by the Lessee, the Lessor may demand that the Lessee stop its renovation works. In this event, the Lessee shall owe the Lessor an indemnity equal to the Rent incremented by 50% , calculated on a pro rata temporis basis, increased by charges and taxes in effect throughout the time in which the Leased Premises are immobilised as required to carry out the repairs owed by the Lessee, beyond the end of the Lease. This indemnity shall be payable at the end of each week for the preceding [weekly] period.
|
19.5
|
In the event that the Lessee, or any occupiers brought in by it, forfeits any right of occupation for any reason whatsoever (expiry, application of the termination clause, etc.) and has not vacated the Leased Premises under those conditions defined above:
|
|
(i)
|
the Lessor may seek the eviction of the Lessee or any occupiers introduced by it, which shall be considered to be occupants without entitlement or authority, and
|
|
(ii)
|
the Lessee shall owe a monthly occupation indemnity equal to double the Rent in force on the date on which the Lessee should have proceeded with restitution of the Leased Premises, plus charges and taxes in force on that date. This occupation indemnity shall be due by the Lessee until the date on which the Leased Premises are effectively vacated. This indemnity shall be payable weekly.
|
21.1
|
The Lease may not be the subject of any registered pledge or lien by the Lessee.
|
21.2
|
The Lessee undertakes to inform the Lessor of any fact or circumstance that may affect its economic, legal or financial situation, including any merger or transformation, and any amendment to its Articles of Association which may have an impact on the Lease.
|
21.3
|
No tolerance by the Lessor concerning the clauses and conditions of this agreement may ever be construed as any sort of amendment to the agreement, and the Lessor may always bring an end to such tolerance.
|
21.4
|
If any one of the provisions of the Lease should be held to be null and void as a consequence of a judicial decision, or is modified as a consequence of a decision by a national or European authority, the Parties shall in good faith endeavour to adapt the conditions for its performance, it being agreed that such nullity shall not affect the other provisions of the Lease.
|
21.5
|
In the event of sale or transfer or all or part of ownership in the Property, the Lease shall be fully and automatically transferred in favour of the new owner, it being agreed that such transfer extends to and includes all security interests and incidentals, including any first-demand guarantees and any personal guarantees which have been granted in favour of the Lessor, and the Lessee undertakes to notify this condition and bring it to the attention of all guarantors, or immediately to issue new valid guarantees for the new owner, failing which this Lease may be terminated. The same applies in the event of transfer of the security deposit to the new owner of the Property who shall thereby become the sole debtor of the Lessee, which hereby expressly accepts the same.
|
APPENDICES
|
|
Appendix 1
|
“Kbis” trade register extract of the Lessee
|
Appendix 2
|
Plans of the Leased Premises
|
Appendix 3
|
2012 Forecast Budget
|
Appendix 4
|
Principle of the invoicing of charges
|
Appendix 5
|
Invoicing of the rent and of the Property and R.I.E charges
|
Appendix 6
|
Articles of Association of the Lessee
|
Appendix 7
|
Non-exhaustive list of charges and expenses owed by the Lessee in accordance with Article 6 of the General Terms and Conditions
|
Appendix 8
|
List of maintenance contracts
|
Appendix 9
|
Internal Regulations of the Property
|
Appendix 10
|
Internal Regulations of the Sports Zone
|
Appendix 11
|
Information sheet on major natural and technological hazards and its appendices (copy of the regulatory zoning of the Seine industrial hazards prevention plan (PPPI) dated 9 January 2004 (PPRI – one A3 sheet) and copy of the perimeter of quarry risk zones(one A3 sheet)
|
Appendix 12
|
Asbestos summary sheet
|
Appendix 13
|
Environmental Performance Appendix
|
Appendix 14
|
Energy Performance Diagnostic
|
Appendix 15
|
Association Capitole Equipements 2011 Budget
|
Appendix 16
|
R.I.E Equipements accession form
|
Appendix 17
|
Association Equipements management mandate
|
Appendix 18
|
Association Equipements Articles of Association
|
Appendix 19
|
Internal Regulations of the Auditorium
|
Appendix 20
|
Descriptive file for the Fitting-Out Works
|
Appendix 21
|
Description of renovation works for Premises 4B and renovation condition of the Leased Premises on the Lessee’s departure
|
Appendix 22
|
Pre-work asbestos diagnosis
|
Appendix 23
|
Draft of Citibank Guarantee
|
TITLE I - SPECIAL TERMS AND CONDITIONS
|
3
|
|
Article 1
|
Description of the Leased Premises
|
3
|
Article 2
|
Entry into effect of the Lease - Condition of the Leased Premises
|
4
|
Article 3
|
Rent
|
6
|
Article 4
|
Charges
|
10
|
Article 5
|
Duration
|
10
|
Article 6
|
Late payment interest
|
11
|
Article 7
|
Bank Guarantee
|
11
|
Article 8
|
Access to the Auditorium AND THE FITNESS AREA
|
12
|
Article 9
|
Right of way – Emergency exit
|
12
|
Article 10
|
AUTHORISATION FOR DOMICILIATION AND SUBLET
|
13
|
TITLE II - GENERAL TERMS AND CONDITIONS
|
14
|
|
Article 1
|
Legal framework
|
14
|
Article 2
|
Description of the Leased Premises
|
14
|
Article 3
|
Intended use of the Leased Premises
|
15
|
Article 4
|
Handover - Condition of the Leased Premises
|
16
|
Article 5
|
Rent
|
16
|
Article 6
|
Charges
|
19
|
Article 7
|
Taxes
|
24
|
Article 8
|
Network and Utilities contracts
|
24
|
Article 9
|
VAT
|
25
|
Article 10
|
Security deposit
|
25
|
Article 11
|
Rental conditions
|
26
|
Article 12
|
Sublet - Domiciliation - Assignment - Lease to Management
|
39
|
Article 13
|
Destruction of the Leased Premises
|
41
|
Article 14
|
Insurance
|
45
|
Article 15
|
Environment
|
47
|
Article 16
|
Visit to the Leased Premises
|
50
|
Article 17
|
Liability and claims
|
51
|
Article 18
|
Termination clause - Sanctions for failure to observe the Lessee’s obligations
|
52
|
Article 19
|
End of the Lease - Accession - Restitution of the Leased Premises
|
54
|
Article 20
|
Staff canteen
|
56
|
Article 21
|
Miscellaneous Provisions
|
57
|
Article 22
|
Election of domicile and Jurisdiction
|
57
|
Article 23
|
Costs
|
58
|
Equity Incentive Schemes and Stock Compensation Charges (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions for Company's Share Option Plans |
The
following table summarizes the transactions for the Company’s
share option plans for the years ended December 31, 2012, December
31, 2011 and December 31, 2010:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non Vested Shares Outstanding | Non
vested shares outstanding as at December 31, 2012 are as
follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Information Concerning Outstanding and Exercisable Share Options | The
following table summarizes information concerning outstanding and
exercisable share options as of December 31, 2012:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted Average Fair Values and Assumptions Used | The
weighted average fair values and assumptions were as
follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU Activity | The
Company has awarded RSU’s to certain key executives of the
Group. The following table summarizes RSU activity for the year
ended December 31, 2012:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Non-cash Stock Compensation Expense | Non-cash
stock compensation expense for the year ended December 31, 2012 has
been allocated as follows:
|
Distribution of Total Assets by Geographical Area (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Segment Reporting Information [Line Items] | ||
Assets | $ 1,202,108 | $ 1,027,517 |
Ireland
|
||
Segment Reporting Information [Line Items] | ||
Assets | 476,159 | 414,510 |
Rest Of Europe
|
||
Segment Reporting Information [Line Items] | ||
Assets | 236,305 | 216,313 |
U.S.
|
||
Segment Reporting Information [Line Items] | ||
Assets | 437,756 | 355,577 |
Other
|
||
Segment Reporting Information [Line Items] | ||
Assets | $ 51,888 | $ 41,117 |
Cost and Fair Value of Investments (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Schedule of Available-for-sale Securities [Line Items] | ||
At start of year | $ 54,940 | |
Additions | 102,575 | 56,000 |
Disposals | (82,193) | (438) |
Unrealized capital gain/(loss) - investments | 861 | (622) |
At end of year | $ 76,183 | $ 54,940 |
Subsequent Events (Tables) (Clinical trial services)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Clinical trial services
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provisional Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The
following table summarizes the Company’s provisional
estimates of the fair values of the assets acquired and the
liabilities assumed:
|
Supplemental Disclosure of Cash Flow Information (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|||||
Schedule of Cash Flow, Supplemental [Line Items] | |||||||
Non-cash interest on acquisition consideration payable | $ 940 | [1] | $ 743 | [1] | |||
Cash paid for interest | 602 | 388 | 833 | ||||
Cash paid for income taxes | $ 18,475 | $ 22,723 | $ 14,634 | ||||
|
Change in Plan Assets (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets at beginning of year | $ 15,021 | $ 15,499 |
Actual return on plan assets | 1,810 | (604) |
Employer contributions | 239 | 273 |
Plan participants' contributions | 101 | 135 |
Benefits paid | (237) | (109) |
Foreign currency exchange rate changes | 873 | (173) |
Fair value of plan assets at end of year | $ 17,807 | $ 15,021 |
Subsequent Events - Additional Information (Detail) (Subsequent Event, Clinical trial services, USD $)
|
Feb. 15, 2013
|
---|---|
Subsequent Event [Line Items] | |
Cash consideration | $ 51,900,000 |
Maximum
|
|
Subsequent Event [Line Items] | |
Additional consideration | $ 3,750,000 |
Goodwill (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Goodwill [Line Items] | ||
Opening goodwill | $ 253,393 | $ 175,860 |
Current year acquisitions | 55,759 | 83,656 |
Prior year acquisitions | 1,382 | |
Foreign exchange movement | 4,907 | (6,123) |
Closing goodwill | $ 315,441 | $ 253,393 |
Plan Asset Fair Value Measurements (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
---|---|---|---|
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 17,807 | $ 15,021 | $ 15,499 |
Fair Value, Inputs, Level 1
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 17,807 | ||
Fair Value, Inputs, Level 1 | Cash
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 13 | ||
Fair Value, Inputs, Level 1 | Equity | Legal and General UK Equity Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 6,404 | ||
Fair Value, Inputs, Level 1 | Equity | Legal and General North America Equity Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,082 | ||
Fair Value, Inputs, Level 1 | Equity | Legal and General Europe (ex UK) Equity Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,303 | ||
Fair Value, Inputs, Level 1 | Equity | Legal and General Japan Equity Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,637 | ||
Fair Value, Inputs, Level 1 | Equity | Legal and General Asia Pac (ex Japan) Equity Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,630 | ||
Fair Value, Inputs, Level 1 | Fixed Income Securities | Legal and General over 15 year Gilts Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 564 | ||
Fair Value, Inputs, Level 1 | Fixed Income Securities | Legal and General AAA-AA-A Bonds Over 15 year Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 597 | ||
Fair Value, Inputs, Level 1 | Fixed Income Securities | Legal and General over 5 year Index-Linked Gilts Index
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 577 |
Distribution of Net Revenue by Geographical Area (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Segment Reporting Information [Line Items] | |||
Net Revenue | $ 1,115,006 | $ 945,729 | $ 900,044 |
Ireland
|
|||
Segment Reporting Information [Line Items] | |||
Net Revenue | 171,977 | 88,869 | 128,790 |
Rest Of Europe
|
|||
Segment Reporting Information [Line Items] | |||
Net Revenue | 338,537 | 348,492 | 292,567 |
U.S.
|
|||
Segment Reporting Information [Line Items] | |||
Net Revenue | 471,700 | 393,957 | 381,196 |
Other
|
|||
Segment Reporting Information [Line Items] | |||
Net Revenue | $ 132,792 | $ 114,411 | $ 97,491 |
Supplemental Disclosure of Cash Flow Information (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Disclosure of Cash Flow Information |
*
recorded within interest expense
|
Goodwill (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PriceSpective LLC
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assets Acquired and Liabilities Assumed | The
following table summarizes the Company’s estimates of the
fair values of assets acquired and the liabilities
assumed:
*
Goodwill represents the acquisition of an established workforce
with experience in strategic pricing, market access, HEOR, due
diligence support and payer engagement services. Goodwill related
to the US portion of the business acquired is tax
deductible.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proforma Effect in Net Revenue Net Income and Earnings Per Share | The
proforma effect of the PriceSpective acquisition if completed on
January 1, 2011 would have resulted in net revenue, net income and
earnings per share for the fiscal years ended December 31, 2011 and
December 31, 2012 as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
BeijingWits Medical Limited
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assets Acquired and Liabilities Assumed | The
following table summarizes the Company’s estimates of the
fair values of assets acquired and the liabilities
assumed:
*
Goodwill represents the acquisition of an established workforce
with experience in clinical trial execution and regulatory
processes in China and is not tax deductible.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proforma Effect in Net Revenue Net Income and Earnings Per Share |
The
proforma effect of the BeijingWits acquisition if completed on
January 1, 2011 would have resulted in net revenue, net income and
earnings per share for the fiscal years ended December 31, 2011 and
December 31, 2012 as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Firecrest Clinical Limited
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assets Acquired and Liabilities Assumed | The
following table summarizes the estimated fair values of the assets
acquired and the liabilities assumed:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proforma Effect in Net Revenue Net Income and Earnings Per Share | The
proforma effect of the Firecrest acquisition if completed on
January 1, 2010 would have resulted in net revenue, net income and
earnings per share for the fiscal years ended December 31, 2010 and
December 31, 2011 as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Oxford Outcomes Limited
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assets Acquired and Liabilities Assumed | The
following table summarizes the estimated fair values of the assets
acquired and the liabilities assumed:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proforma Effect in Net Revenue Net Income and Earnings Per Share |
The
proforma effect of the Oxford Outcomes acquisition if completed on
January 1, 2010 would have resulted in net revenue, net income and
earnings per share for the fiscal years ended December 31, 2010 and
December 31, 2011 as follows:
|
Annual Benefit Payments (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Defined Benefit Plan Disclosure [Line Items] | |
Expected future benefit payments in 2013 | $ 81 |
Expected future benefit payments in 2014 | 81 |
Expected future benefit payments in 2015 | 81 |
Expected future benefit payments in 2016 | 81 |
Expected future benefit payments in 2017 | 81 |
Expected future benefit payments in Years 2018 - 2022 | $ 406 |
Distribution of Interest Income by Business Segment (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Interest income | $ 1,151 | $ 1,194 | $ 1,761 |
Central Laboratory
|
|||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Interest income | 3 | 18 | 20 |
Clinical Research
|
|||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Interest income | $ 1,148 | $ 1,176 | $ 1,741 |
Net Periodic Pension Benefit Cost Assumptions (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Defined Benefit Plan Disclosure [Line Items] | |||
Actuarial loss - benefit obligation | $ 405 | $ 2,621 | $ 2,232 |
Actuarial (gain)/loss - plan assets | (915) | 1,744 | (1,023) |
Actuarial loss recognized in net periodic benefit cost | (179) | ||
Total | $ (689) | $ 4,365 | $ 1,209 |
Pension Plans, Defined Benefit
|
|||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.70% | 5.40% | 5.70% |
Rate of compensation increase | 3.50% | 4.00% | 4.00% |
Expected rate of return on plan assets | 5.80% | 7.10% | 7.40% |
Share Capital - Additional Information (Detail) (USD $)
|
12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Employee Stock Option
|
Dec. 31, 2011
Employee Stock Option
|
Dec. 31, 2010
Employee Stock Option
|
Dec. 31, 2011
Restricted Stock Units (RSUs)
|
Dec. 31, 2010
Restricted Stock Units (RSUs)
|
Oct. 27, 2011
Maximum
|
Nov. 22, 2011
Plan 1
|
Nov. 22, 2011
Plan 1
Maximum
|
Nov. 22, 2011
Plan 2
|
Nov. 22, 2011
Plan 2
Maximum
|
Feb. 21, 2012
Plan 3
|
Feb. 21, 2012
Plan 3
Maximum
|
Apr. 27, 2012
Plan 4
|
Apr. 27, 2012
Plan 4
Maximum
|
Jul. 30, 2012
Plan 5
|
Jul. 30, 2012
Plan 5
Maximum
|
|
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||||||||||||||||||
Share allotment description | Every holder of an ordinary share present in person or proxy at a general meeting of shareholders shall have one vote, for each ordinary share held with no individual having more than one vote. | ||||||||||||||||||
Options exercised by employees | 890,236 | 430,340 | 1,237,015 | 890,236 | 430,340 | 1,237,015 | |||||||||||||
Average exercise price of Option per share | $ 14.62 | $ 10.84 | $ 10.64 | ||||||||||||||||
Total proceeds from exercise of stock options by employees | $ 13,000,000 | $ 4,700,000 | $ 13,200,000 | ||||||||||||||||
Ordinary shares issued in respect of certain RSU's previously awarded by the Company | 3,768 | 2,512 | |||||||||||||||||
Share repurchase program value | 50,000,000 | 10,000,000 | 10,000,000 | 20,000,000 | 20,000,000 | 10,000,000 | |||||||||||||
Share repurchase plans, start date | Nov. 23, 2011 | Jan. 01, 2012 | Feb. 22, 2012 | Apr. 27, 2012 | Jul. 30, 2012 | ||||||||||||||
Share repurchase plans, end date | Dec. 31, 2011 | Feb. 20, 2012 | Apr. 22, 2012 | Jul. 18, 2012 | Oct. 26, 2012 | ||||||||||||||
Ordinary shares repurchased | 738,341 | 545,597 | |||||||||||||||||
Ordinary shares repurchased, value | 15,605,000 | 9,005,000 | |||||||||||||||||
Total ordinary shares repurchased | 1,283,938 | ||||||||||||||||||
Total ordinary shares repurchased, value | $ 24,600,000 |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of PriceSpective LLC (Detail) (PriceSpective LLC, USD $)
In Thousands, unless otherwise specified |
Feb. 28, 2012
|
|||
---|---|---|---|---|
Business Acquisition [Line Items] | ||||
Property, plant and equipment | $ 256 | |||
Goodwill | 42,247 | [1] | ||
Cash and cash equivalents | 2,311 | |||
Accounts receivable | 2,662 | |||
Unbilled revenue | 1,140 | |||
Other current assets | 236 | |||
Current liabilities | (7,788) | |||
Liability arising from contingent consideration arrangement | (15,000) | |||
Net assets acquired | 37,098 | |||
Cash consideration | 37,199 | |||
Working capital adjustment | (101) | |||
Contingent consideration | 15,000 | |||
Amount of total consideration | 52,098 | |||
Liabilities included in preliminary purchase price allocation re contingent consideration | (15,000) | |||
Net assets acquired | 37,098 | |||
Customer relationships acquired
|
||||
Business Acquisition [Line Items] | ||||
Intangible asset | 10,237 | |||
Order Backlog
|
||||
Business Acquisition [Line Items] | ||||
Intangible asset | 405 | |||
Non-compete Agreements
|
||||
Business Acquisition [Line Items] | ||||
Intangible asset | $ 392 | |||
|
Distribution of Property, Plant and Equipment, Net, by Business Segment (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 168,373 | $ 168,461 |
Central Laboratory
|
||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 17,138 | 18,292 |
Clinical Research
|
||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 151,235 | $ 150,169 |
Expected Long Term Rates of Return on Different Asset Classes (Detail)
|
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Defined Benefit Plan Disclosure [Line Items] | |
Equity - Expected long-term return per annum | 5.80% |
Bonds - Expected long-term return per annum | 4.60% |
Non-Cash Stock Compensation Expense (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 11,521 | $ 9,355 | $ 7,408 |
Direct costs
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 6,007 | 5,155 | 4,049 |
Selling, General and Administrative Expense
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 4,894 | 4,200 | 3,359 |
Restructuring and other non-recurring items (note 14)
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 620 |
Summary of Stock Option Activity (Detail) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Number of Shares | |||
Beginning balance | 4,902,818 | 4,798,677 | 5,408,222 |
Granted | 842,273 | 989,449 | 1,038,327 |
Exercised | (890,236) | (430,340) | (1,237,015) |
Cancelled | (504,224) | (454,968) | (410,857) |
Ending balance | 4,350,631 | 4,902,818 | 4,798,677 |
Vested and exercisable at end of period | 2,256,098 | ||
Stock Option And Award Plans
|
|||
Options Granted Under Plans | |||
Beginning balance | 4,902,818 | 4,798,677 | 5,408,222 |
Granted | 842,273 | 989,449 | 1,038,327 |
Exercised | (890,236) | (430,340) | (1,237,015) |
Cancelled | (504,224) | (454,968) | (410,857) |
Ending Balance | 4,350,631 | 4,902,818 | 4,798,677 |
Vested and exercisable at end of period | 2,256,098 | ||
Weighted Average Exercise Price | |||
Beginning balance | 21.87 | 21.71 | 18.99 |
Granted | 22.01 | 19.66 | 24.34 |
Exercised | 14.62 | 10.84 | 10.64 |
Cancelled | 25.14 | 25.77 | 25.86 |
Ending balance | 23.01 | 21.87 | 21.71 |
Vested and exercisable at end of period | 23.54 | ||
Weighted Average Grant Date Fair Value | |||
Beginning balance | 8.61 | 8.47 | 7.60 |
Granted | 9.59 | 8.20 | 9.08 |
Exercised | 6.16 | 4.80 | 4.69 |
Cancelled | 9.76 | 9.87 | 9.91 |
Ending Balance | 9.17 | 8.61 | 8.47 |
Vested and exercisable at end of period | 9.07 |
Government Grants (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Government Grants [Line Items] | ||
Received | $ 3,473 | $ 3,133 |
Less accumulated amortization | (2,148) | (1,994) |
Foreign exchange translation adjustment | 337 | 291 |
Deferred Revenue and Credits | 1,662 | 1,430 |
Less current portion | (235) | (79) |
Non-current government grants | $ 1,427 | $ 1,351 |
Underlying Asset Split of Fund (Detail)
|
12 Months Ended | |
---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Defined Benefit Plan Disclosure [Line Items] | ||
Total underlying asset split | 100.00% | 100.00% |
Equity
|
||
Defined Benefit Plan Disclosure [Line Items] | ||
Total underlying asset split | 90.00% | 90.00% |
Bonds
|
||
Defined Benefit Plan Disclosure [Line Items] | ||
Total underlying asset split | 10.00% | 10.00% |
Funded Status (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
---|---|---|---|
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | $ (22,527) | $ (19,924) | |
Fair value of plan assets | 17,807 | 15,021 | 15,499 |
Funded status | (4,720) | (4,903) | |
Non-current other liabilities | $ (4,720) | $ (4,903) |
Supplemental Disclosure of Cash Flow Information
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Supplemental Disclosure of Cash Flow Information |
18. Supplemental Disclosure of Cash Flow Information
*
recorded within interest expense
|
Significant Accounting Policies - Additional Information (Detail) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Significant Accounting Policies [Line Items] | |||
Advertising and promotion expense | $ 3,679,000 | $ 2,905,000 | $ 3,431,000 |
Impairment charge | 0 | 0 | 0 |
Carrying value of inventory | $ 3,000,000 | $ 2,800,000 |
Restructuring and Other Items (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Recognized Restructuring and Other Items | Restructuring
and other items recognized during the year ended December 31, 2012
comprise:
|
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Details of Movement in Restructuring Provisions Recognized | Details
of the movement in this Restructuring Plan recognized during the
year ended December 31, 2012 are as follows:
|
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Prior Period Restructuring Charges | Details
of the movement in the 2011 Restructuring Plans recognized during
the years ended December 31, 2011 and December 31, 2012 are as
follows:
|
Assumptions Used in Determining Benefit Obligation (Detail)
|
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.60% | 4.70% |
Rate of compensation increase | 3.40% | 3.50% |
Reconciliation of Beginning and Ending Amount of Total Unrecognized Tax Benefits (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Income Tax Contingency [Line Items] | |||
Gross amount of unrecognized tax benefits at start of year | $ 6,543 | $ 8,566 | $ 15,855 |
Increase related to prior year tax positions | 1,167 | 304 | 189 |
Decrease related to prior year tax positions | (36) | (3,861) | |
Increase related to current year tax positions | 1,473 | 482 | |
Settlements | (98) | (289) | |
Lapse of statute of limitations | (1,896) | (2,773) | (3,328) |
Gross amount of unrecognized tax benefits at end of year | $ 7,189 | $ 6,543 | $ 8,566 |
Other Non-Current Liabilities (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
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Other Noncurrent Liabilities |
|
Estimated Useful Lives of Assets (Detail)
|
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Building
|
|
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Office furniture and fixtures
|
|
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Laboratory equipment
|
|
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Motor vehicles
|
|
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Computer equipment and software | Minimum
|
|
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Computer equipment and software | Maximum
|
|
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Other Non-Current Liabilities (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Schedule of Accrued Liabilities [Line Items] | ||
Defined benefit pension obligations, net (note 9) | $ 4,720 | $ 4,903 |
Other non-current liabilities | 2,672 | 3,232 |
Other Liabilities Noncurrent | 14,312 | 20,038 |
All Acquisitions
|
||
Schedule of Accrued Liabilities [Line Items] | ||
Acquisition consideration payable | 11,903 | |
Personnel Related
|
||
Schedule of Accrued Liabilities [Line Items] | ||
Other Liabilities Noncurrent | $ 6,920 |
Distribution of Depreciation and Amortization by Business Segment (Detail) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 42,823 | $ 38,682 | $ 33,873 |
Central Laboratory
|
|||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | 4,142 | 3,721 | 4,888 |
Clinical Research
|
|||
Segment Reporting Information [Line Items] | |||
Depreciation and amortization | $ 38,681 | $ 34,961 | $ 28,985 |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed of Oxford Outcomes (Detail) (Oxford Outcomes Limited)
In Thousands, unless otherwise specified |
Dec. 31, 2011
USD ($)
|
Dec. 31, 2011
GBP (£)
|
Jan. 14, 2011
USD ($)
|
Jan. 14, 2011
GBP (£)
|
Jan. 14, 2011
Customer relationships acquired
USD ($)
|
Jan. 14, 2011
Order Backlog
USD ($)
|
|||
---|---|---|---|---|---|---|---|---|---|
Business Acquisition [Line Items] | |||||||||
Property, plant and equipment | $ 490 | ||||||||
Goodwill | 36,432 | [1] | |||||||
Intangible asset | 6,648 | 618 | |||||||
Cash and cash equivalents | 6,015 | ||||||||
Other current assets | 6,792 | ||||||||
Deferred tax liability | (2,003) | ||||||||
Other liabilities | (2,128) | ||||||||
Liability arising from contingent consideration arrangement | (12,474) | ||||||||
Net assets acquired | 40,390 | ||||||||
Cash consideration | 6,000 | 3,800 | 28,114 | 18,100 | |||||
Working capital adjustment | 6,383 | ||||||||
Put and call option | 5,893 | ||||||||
Contingent consideration | 12,474 | ||||||||
Amount of total consideration | 52,864 | ||||||||
Liabilities included in preliminary purchase price allocation re contingent consideration | (12,474) | ||||||||
Net assets acquired | $ 40,390 | ||||||||
|
Accumulated Other Comprehensive Income (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Accumulated Other Comprehensive Income |
|
Significant Accounting Policies
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Significant Accounting Policies |
2. Significant Accounting Policies
The
accounting policies noted below were applied in the preparation of
the accompanying financial statements of the Company and are in
conformity with accounting principles generally accepted in the
United States.
(a) Basis
of consolidation
The
consolidated financial statements include the financial statements
of the Company and all of its subsidiaries. All significant
intercompany profits, transactions and account balances have been
eliminated. The results of subsidiary undertakings acquired in the
period are included in the consolidated statement of operations
from the date of acquisition.
(b) Use
of estimates
The
preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires
management to make estimates and judgments that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates. The
principle management estimates and judgements used in preparing the
financial statements relate to revenue recognition, taxation,
goodwill and business combinations.
(c) Revenue
recognition
The
Company primarily earns revenues by providing a number of different
services to its customers. These services, which are integral
elements of the clinical development process, include clinical
trials management, biometric activities, consulting, imaging,
contract staffing, informatics and laboratory services. Contracts
range in duration from a number of months to several
years. Revenue for services, as rendered, is recognized
only after persuasive evidence of an arrangement exists, the sales
price is fixed or determinable and collectability is reasonably
assured.
Clinical
trials management revenue is recognized on a proportional
performance method. Depending on the contractual terms revenue is
either recognized on the percentage of completion method based on
the relationship between hours incurred and the total estimated
hours of the trial or on the unit of delivery method. Contract
costs equate to the product of labor hours incurred and
compensation rates. For the percentage of completion
method, the input (effort expended) method has been used to measure
progress towards completion as there is a direct relationship
between input and productivity. Contract revenue is the product of
the aggregated labor hours required to complete the specified
contract tasks at the agreed contract rates. The Company regularly
reviews the estimate of total contract time to ensure such
estimates remain appropriate taking into account actual contract
stage of completion, remaining time to complete and any identified
changes to the contract scope. Remaining time to complete depends
on the specific contract tasks and the complexity of the contract
and can include geographical site selection and initiation, patient
enrolment, patient testing and level of results analysis required.
While the Company may routinely adjust time estimates, the
Company’s estimates and assumptions historically have been
accurate in all material respects in the
aggregate. Where revenue is recognized on the unit of
delivery method, the basis applied is the number of units completed
as a percentage of the total number of contractual
units.
Biometrics
revenue is recognized on a fee-for-service method as each unit of
data is prepared on the basis of the number of units completed in a
period as a percentage of the total number of contracted
units. Imaging revenue is recognized on a
fee-for-service basis recognizing revenue for each image completed.
Consulting revenue is recognized on a fee-for-service basis as each
hour of the related service is performed. Contract staffing
revenue is recognized on a fee-for-service basis, over the time the
related service is performed, or in the case of permanent
placement, once the candidate has been placed with the
client. Informatics revenue is recognized on a
fee-for-service basis. Informatics contracts are
treated as multiple element arrangements, with contractual elements
comprising licence fee revenue, support fee revenue and revenue
from software services, each of which can be sold separately. Sales
prices for contractual elements are determined by reference to
objective and reliable evidence of their sales price. Licence and
support fee revenues are recognized rateably over the period of the
related agreement. Revenue from software services is
recognized using the percentage of completion method based on the
relationship between hours incurred and the total estimated hours
required to perform the service.
Laboratory
service revenue is recognized on a fee-for-service basis. The
Company accounts for laboratory service contracts as multiple
element arrangements, with contractual elements comprising
laboratory kits and laboratory testing, each of which can be sold
separately. Sales prices for contractual elements are determined by
reference to objective and reliable evidence of their sales price.
Revenues for contractual elements are recognised on the basis of
the number of deliverable units completed in the
period.
Contracts
generally contain provisions for renegotiation in the event of
changes in the scope, nature, duration, or volume of services of
the contract. Renegotiated amounts are recognised as revenue by
revision to the total contract value arising as a result of an
authorised customer change order.
The
difference between the amount of revenue recognized and the amount
billed on a particular contract is included in the balance sheet as
unbilled revenue or payments on account. Normally, amounts become
billable upon the achievement of certain milestones, for example,
target patient enrollment rates, clinical testing sites initiated
or case report forms completed. Once the milestone target is
reached, amounts become billable in accordance with pre-agreed
payment schedules included in the contract or on submission of
appropriate billing detail. Such cash payments are not
representative of revenue earned on the contract as revenues are
recognized over the period in which the specified contractual
obligations are fulfilled. Amounts included in unbilled revenue are
expected to be collected within one year and are included within
current assets. Advance billings to customers, for which revenue
has not been recognized, are recognized as payments on account
within current liabilities.
In
the event of contract termination, if the value of work performed
and recognized as revenue is greater than aggregate milestone
billings at the date of termination, cancellation clauses ensure
that the Company is paid for all work performed to the termination
date.
(d) Reimbursable
expenses
Reimbursable
expenses comprise investigator payments and certain other costs
which are reimbursed by clients under terms specific to each
contract and are deducted from gross revenue in arriving at net
revenue. Investigator payments are accrued based on patient
enrollment over the life of the contract. Investigator payments are
made based on predetermined contractual arrangements, which may
differ from the accrual of the expense.
(e) Direct
costs
Direct
costs consist of compensation, associated employee benefits and
share-based payments for project-related employees and other direct
project-related costs.
(f) Advertising
costs
All
costs associated with advertising and promotion are expensed as
incurred. The advertising and promotion expense was $3,679,000,
$2,905,000 and $3,431,000 for the years ended December 31, 2012,
December 31, 2011 and December 31, 2010 respectively.
(g) Foreign
currencies and translation of subsidiaries
The
Company's financial statements are prepared in United States
dollars. Transactions in currencies other than United States
dollars are recorded at the rate ruling at the date of the
transactions. Monetary assets and liabilities denominated in
currencies other than United States dollars are translated into
United States dollars at exchange rates prevailing at the balance
sheet date. Adjustments resulting from these translations are
charged or credited to income. Amounts credited or
charged to the statement of operations for the years ended December
31, 2012, December 31, 2011 and December 31, 2010 were as
follows:
The
financial statements of subsidiaries with other functional
currencies are translated at period end rates for the balance sheet
and average rates for the statement of operations. Translation
gains and losses arising are reported as a movement on accumulated
other comprehensive income.
(h) Disclosure
about fair value of financial instruments
The
following methods and assumptions were used to estimate the fair
value of each material class of financial instrument:
Cash,
cash equivalents, unbilled revenue, other receivables, short term
investments, prepayments and other current assets, accounts
receivable, accounts payable, investigator payments, payments on
account, accrued liabilities, accrued bonuses and income taxes
payable have carrying amounts that approximate fair value due to
the short term maturities of these instruments. Other
liabilities’ carrying amounts approximate fair value based on
net present value of estimated future cash flows.
(i) Business
combinations
The
cost of a business combination is measured as the aggregate of the
fair values at the date of exchange of assets given, liabilities
incurred or assumed and equity instruments issued in exchange for
control. Where a business combination agreement provides for an
adjustment to the cost of the acquisition which is contingent upon
future events, the amount of the estimated adjustment is recognised
on the acquisition date at the acquisition date fair value of this
contingent consideration. Any changes to this estimate in
subsequent periods will depend on the classification of the
contingent consideration. If the contingent consideration is
classified as equity it shall not be re-measured and the settlement
shall be accounted for within equity. If the contingent
consideration is classified as an asset or liability any
adjustments will be accounted for through the Consolidated
Statement of Operations or other comprehensive income depending on
whether the asset or liability is considered a financial
instrument.
The
assets, liabilities and contingent liabilities of businesses
acquired are measured at their fair values at the date of
acquisition. In the case of a business combination which is
completed in stages, the fair values of the identifiable assets,
liabilities and contingent liabilities are determined at the date
of each exchange transaction. When the initial accounting for a
business combination is determined provisionally, any subsequent
adjustments to the provisional values allocated to the identifiable
assets, liabilities and contingent liabilities are made within
twelve months of the acquisition date and presented as adjustments
to the original acquisition accounting.
(j) Goodwill
and Impairment
Goodwill
represents the excess of the cost of acquired entities over the net
amounts assigned to assets acquired and liabilities assumed.
Goodwill primarily comprises acquired workforce in place which does
not qualify for recognition as an asset apart from
goodwill. Goodwill is stated net of any provision for
impairment. The Company tests goodwill annually for any impairments
or whenever events occur which may indicate impairment. The first
step is to compare the carrying amount of the reporting
unit’s assets to the fair value of the reporting unit. If the
carrying amount exceeds the fair value then a second step is
completed which involves the fair value of the reporting unit being
allocated to each asset and liability with the excess being implied
goodwill. The impairment loss is the amount by which the recorded
goodwill exceeds the implied goodwill. No impairment was recognized
as a result of the impairment testing carried out for the years
ended December 31, 2012, December 31, 2011 and December 31,
2010.
(k) Intangible
assets
Intangible
assets are amortized on a straight line basis over their estimated
useful life.
(l) Cash
and cash equivalents
Cash
and cash equivalents include cash and highly liquid investments
with initial maturities of three months or less and are stated at
cost, which approximates market value.
(m) Short
term investments - available for sale
The
Company classifies short-term investments as available for sale in
accordance with the terms of FASB ASC 320, Investments – Debt and
Equity Securities. Realized gains and losses are
determined using specific identification. The
investments are reported at fair value, with unrealized gains or
losses reported in a separate component of shareholders’
equity. Any differences between the cost and fair value
of the investments are represented by accrued
interest.
(n) Inventory
Inventory
is valued at the lower of cost and net market value and after
provisions for obsolescence. Cost of inventories comprises the
purchase price and attributable costs, less trade
discounts. At December 31, 2012 the carrying value of
inventory, included within prepayments and other current assets on
the balance sheet, was $3.0 million (2011: $2.8
million).
(o) Property,
plant and equipment
Property,
plant and equipment is stated at cost less accumulated
depreciation. Depreciation of property, plant and equipment is
computed using the straight line method based on the estimated
useful lives of the assets as listed below:
Leasehold
improvements are amortized using the straight-line method over the
estimated useful life of the asset or the lease term, whichever is
shorter.
(p) Leased
assets
Costs
in respect of operating leases are charged to the statement of
operations on a straight line basis over the lease
term.
Assets
acquired under capital finance leases are included in the balance
sheet at the present value of the future minimum lease payments and
are depreciated over the shorter of the lease term and their
remaining useful lives. The corresponding liabilities are recorded
in the balance sheet and the interest element of the capital lease
rental is charged to interest expense.
(q) Income
taxes
The
Company applies FASB ASC 740, Income Taxes
(“ASC 740”), which requires the asset and liability
method of accounting for income taxes. Under the asset and
liability method of ASC 740, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and
operating loss and tax credit carryforwards. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which these temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date. ASC 740 requires that the Company recognizes the
largest amount of tax benefit that is greater than 50% likely of
being realized upon effective settlement when considering uncertain
tax positions.
(r) Government
grants
Government
grants received relating to capital expenditure are shown as
deferred income and credited to income on a basis consistent with
the depreciation policy of the relevant assets. Grants
relating to categories of operating expenditures are credited to
income in the period in which the expenditure to which they relate
is charged.
Under
the grant agreements amounts received may become repayable in full
should certain circumstances specified within the grant agreements
occur, including downsizing by the Company, disposing of the
related assets, ceasing to carry on its business or the appointment
of a receiver over any of its assets. The Company has
not recognized any loss contingency having assessed as remote the
likelihood of these events arising.
(s) Research
and development credits
Research
and development credits are available to the Company under the tax
laws in certain jurisdictions, based on qualifying research and
development spend as defined under those tax laws. Research and
development credits are generally recognized as a reduction of
income tax expense. However, certain tax jurisdictions provide
refundable credits that are not wholly dependent on the
Company’s ongoing income tax status or income tax position.
In these circumstances the benefit of these credits is not recorded
as a reduction to income tax expense, but rather as a reduction of
the operating expenditure to which the credits relate.
(t) Pension
costs
The
Company contributes to defined contribution plans covering all
eligible employees. The Company contributes to these plans based
upon various fixed percentages of employee compensation and such
contributions are expensed as incurred.
The
Company operates, through a subsidiary, a defined benefit plan for
certain of its United Kingdom employees. The Company accounts for
the costs of this plan using actuarial models required by FASB ASC
715-30 and the plan is presented in accordance with the
requirements of FASB ASC 715-60 Defined Benefit Plans –
Other Postretirement.
(u) Net
income per ordinary share
Basic
net income per ordinary share has been computed by dividing net
income available to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period. Diluted
net income per ordinary share is computed by adjusting the weighted
average number of ordinary shares outstanding during the period for
all potentially dilutive ordinary shares outstanding during the
period and adjusting net income for any changes in income or loss
that would result from the conversion of such potential ordinary
shares.
There
is no difference in net income used for basic and diluted net
income per ordinary share. The reconciliation of the number of
shares used in the computation of basic and diluted net income per
ordinary share is as follows:
(v) Share-based
compensation
The
Company accounts for its share options and restricted share units
(“RSU’s”) in accordance with the provisions of
FASB ASC 718, Compensation – Stock
Compensation. Share-based compensation expense for
equity-settled awards made to employees and directors is measured
and recognized based on estimated grant date fair values. These
awards include employee stock options and RSU’s.
Share-based
compensation expense for stock options awarded to employees and
directors is estimated at the grant date based on each
option’s fair value as calculated using the Black-Scholes
option-pricing model. Share-based compensation for RSU’s
awarded to employees and directors is calculated based on the
market value of the Company’s shares on the date of award of
the RSU’s. The value of awards expected to vest is recognized
as an expense over the requisite service periods.
Estimating
the fair value of share-based awards as of the grant date using an
option-pricing model, such as the Black-Scholes model, is affected
by the Company’s share price as well as assumptions regarding
a number of complex variables. These variables include, but are not
limited to, the expected share price volatility over the term of
the awards, risk-free interest rates, and the expected term of the
awards.
(w) Impairment
of long-lived assets
Long
lived assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to
future undiscounted net cash flows expected to be generated by the
asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets
to be disposed of are reported at the lower of the carrying amount
or fair value less selling costs.
(x) Reclassifications
Certain
amounts in the consolidated financial statements have been
reclassified where necessary to conform to the current year
presentation.
|
Clients Representing Company's Net Revenue (Detail)
|
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|||||
Client A
|
|||||||
Revenue, Major Customer [Line Items] | |||||||
Clients which represented 10% or more of the company's net revenue | 18.00% | [1] | [1] | ||||
Client B
|
|||||||
Revenue, Major Customer [Line Items] | |||||||
Clients which represented 10% or more of the company's net revenue | 12.00% | 13.00% | [1] | ||||
|
Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Cost | ||
Foreign exchange movement | $ (1,001) | $ (1,728) |
Intangible assets gross | 49,861 | 37,576 |
Accumulated amortization | (15,363) | (9,467) |
Foreign exchange movement | (51) | 151 |
Net book value | 34,447 | 28,260 |
Customer relationships acquired
|
||
Cost | ||
Intangible assets gross | 33,951 | 22,193 |
Technology Assets
|
||
Cost | ||
Intangible assets gross | 11,169 | 11,169 |
Order Backlog
|
||
Cost | ||
Intangible assets gross | 2,571 | 3,260 |
Trade Names
|
||
Cost | ||
Intangible assets gross | 1,357 | 1,357 |
Volunteer list acquired
|
||
Cost | ||
Intangible assets gross | 1,325 | 1,325 |
Non-compete Agreements
|
||
Cost | ||
Intangible assets gross | $ 489 |