MURGITROYD GROUP LIMITED

UK Gazette Notices

27 December 2019
Roads & highways ROAD RESTRICTIONS STIRLING COUNCIL ROADS (SCOTLAND) ACT 1984 SPEED CUSHIONS AT GLEN ROAD, DUNBLANE The STIRLING COUNCIL, under Section 36 of the Roads (Scotland) Act 1984, propose to construct road cushions as detailed in the Schedule hereto with a view to improving road safety by slowing traffic speeds at Glen Road, Dunblane. A COPY of the plan showing the location affected by the proposal can be examined at the Stirling Council Offices, Environment and Place, Endrick House, Stirling during office hours. Objectors must state their reasons in writing to the Manager Roads and Land, Environment and Place, Endrick House, Stirling, FK7 7SN by 22 January 2020 by quoting reference number TM/6 – RH/2019(5). SCHEDULE Road in Dunblane Hump Type Location Glen Road Rubber speed cushions will be provided which is 2 metres in length with 1.65 metres width and 75mm height. The cushions will be laid with white retro- reflective teeth. 60 metres or thereby east of the Four Ways Roundabout and again at 120 metres and 180 metres. ENVIRONMENT & INFRASTRUCTURE OTHER NOTICES COMPLETION OF CROSS-BORDER MERGER Notice is hereby given that a formal notification was received by me confirming the completion of a cross-border merger under Directive 2005/56/EC. Details are as follows: Date of receipt of notification: 26/11/2019 Effective date of Merger 26/11/2019. Merging companies: 1 – SAFETY DRIVE LIMITED – Company Number 05323093 (England & Wales) 2 – SIEMSEN UND ROHRSCHEID GMBH – Company number HRB205516 (Germany) New company: 3 – SIEMSEN UND ROHRSCHEID GMBH – Company number HRB205516 (Germany) Louise Smyth, Registrar of Companies for England and Wales COMPLETION OF CROSS-BORDER MERGER Notice is hereby given that a formal notification was received by me confirming the completion of a cross-border merger under Directive 2005/56/EC. Details are as follows: Date of receipt of notification: 07/12/2019 Effective date of Merger 06/12/2019. Merging companies: 1 – Simpleworks Int. Limited – Company Number 06342744 (England & Wales) 2 – Simpleworks GMBH – Company number HRB31582 (Germany) New company: 3 – Simpleworks GMBH – Company number HRB31582 (Germany) Louise Smyth, Registrar of Companies for England and Wales LORDSHIP TITLES TAKE NOTICE that exclusive hereditary rights derived from the following title: Manorial Lordship Title of Westhill, Alvechurch Parish, Worcestershire have been conveyed to Benjamin Demchak of Pensylvania USA on the 18th December 2019. It should be noted that the title has been created by legal process, not through a re-grant or reestablishment by the Crown. All enquiries to Manorial Counsel Limited, The Icon, Daventry, NN11 0QB Solicitors acting; Hatton Solicitors, 1 Sheaf Street, Daventry, Northamptonshire, NN11 4AA. SRA number 125364 (ref Hatton’s) as agents for and on behalf of Manorial Counsel Limited England and Wales 8464518 Welton Pumping Station, Watford Road, Welton, Northamptonshire NN11 2NE. COMPLETION OF CROSS-BORDER MERGER Notice is hereby given that a formal notification was received by me confirming the completion of a cross-border merger under Directive 2005/56/EC. Details are as follows: Date of receipt of notification: 05/12/2019 Effective date of Merger 22/11/2019. Merging companies: 1 – B-CONCEPT LIMITED – Company Number 5952279 (England & Wales) 2 – B-CONCEPT INFORMATIONS – TECHNOLOGIE GMBH – Company number HRB 11598 (Germany) New company: 3 – B-CONCEPT INFORMATIONS – TECHNOLOGIE GMBH – Company number HRB 11598 (Germany) Louise Smyth, Registrar of Companies for England and Wales We hereby notice that Rev. Dr. KWAKU SAPON DARKWA, having satisfied the requirements, will be Consecrated to the Office of a Bishop in 2020 in Ghana by GPN Worldwide Global Executive. Great Partners Network Worldwide (GPN) HQ: via canova bocchi 1, 26049, Stagno lombardo, Cremona, Italy. www.gpnworldwide.com COMPLETION OF CROSS-BORDER MERGER Notice is hereby given that a formal notification was received by me confirming the completion of a cross-border merger under Directive 2005/56/EC. Details are as follows: Date of receipt of notification: 09/12/2019 Effective date of Merger 05/12/2019. Merging companies: 1 – MPK SYSTEMS LTD – Company Number 06833509 (England & Wales) 2 – MPK SYSTEMS GROUP GMBH – Company number HRB206795B (Germany) New company: 3 – MPK SYSTEMS GROUP GMBH – Company number HRB206795B (Germany) Louise Smyth, Registrar of Companies for England and Wales IN THE COURT OF SESSION NOTICE IS HEREBY GIVEN that pursuant to an order of the Court dated 28 November 2019 it was ordered as follows: Philip Stephen Bowers, Insolvency Practitioner, of Deloitte LLP, 1 New Street Square, London, EC4A 3HQ, IP Number 009630, who was appointed as joint administrator of the companies listed in the table below be removed from office and released from liability (in terms of paragraphs 88 and 98(2)(c) of Schedule B1 to the Insolvency Act 1986) with effect from 28 November 2019 Schedule of Cases No. Name of Compan y Registere d Number of Compan y Registere d office of Compan y Date of Appoint ment Court Case Reference Number 1. Harkand Global Holdings Limited SC42991 Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX 04/05/- P404/16 2. Integrate d Subsea Services Limited SC22838 Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX 04/05/- P425/16 3. ISS (HR Services) Limited SC27379 Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX 04/05/- P413/16 4. ISS Group Holdings One Limited SC39421 Deloitte LLP, 110 Queen Street, Glasgow, G1 3BX 04/05/- P405/16 If you have enquiries about this notice please contact either: Holly Holgate, Deloitte LLP, 1 New Street Square, London EC4A 3HQ, E: [email protected], T: 020 7007 2530 or Peter Mackie, Deloitte LLP, 5th Floor, 110 Queen St, Glasgow, G1 3BX, e: [email protected], T: 0141 304 5685. SCHEME OF ARRANGEMENT IN THE MATTER OF MURGITROYD GROUP PLC Notice is hereby given that on 19 December 2019, a certified copy of an order of the Court of Session dated 17 December 2019 sanctioning a Scheme of Arrangement (the “Scheme”), under Part 26 of the Companies Act 2006 and between Murgitroyd Group PLC a public company incorporated under the Companies Acts, with the registered number SC221766 and with its registered office at OTHER NOTICES Murgitroyd House, 165-169 Scotland Street, Glasgow, G5 8PL, and the Scheme Shareholders (as defined in the Scheme) was delivered to, and registered by, the Registrar of Companies in Scotland. On delivery of that order, the Scheme became effective in accordance with its terms. Burness Paull LLP 50 Lothian Road Edinburgh EH3 9WJ Solicitors for the Company COMPANY LAW SUPPLEMENT The Company Law Supplement details information notified to, or by, the Registrar of Companies. The Company Law Supplement to The London, Belfast and Edinburgh Gazette is published weekly on a Tuesday. These supplements are available to view at https:// www.thegazette.co.uk/browse-publications. Alternatively use the search and filter feature which can be found here https://www.thegazette.co.uk/all-notices on the company number and/or name. COMPANY LAW SUPPLEMENT The Company Law Supplement details information notified to, or by, the Registrar of Companies. The Company Law Supplement to The London, Belfast and Edinburgh Gazette is published weekly on a Tuesday. These supplements are available to view at https:// www.thegazette.co.uk/browse-publications. Alternatively use the search and filter feature which can be found here https://www.thegazette.co.uk/all-notices on the company number and/or name. OTHER NOTICES COMPANIES RESTORED TO THE REGISTER

2 December 2019
NI044704 SCHLUMBERGER WCP LIMITED HELEN SHILLIDAY REGISTRAR OF COMPANIES NOTICE IS HEREBY GIVEN, PURSUANT TO SECTIONS 1064 AND 1077 OF THE COMPANIES ACT 2006, THAT IN RESPECT OF THE UNDERMENTIONED COMPANY NOTICE OF APPOINTMENT OF A LIQUIDATOR WAS REGISTERED RECEIVED BY ME ON 18/11/2019 AND REGISTERED ON 25/11/2019. NI623171 STUDIO SOUK HELEN SHILLIDAY REGISTRAR OF COMPANIES DEPARTMENT OF JUSTICE THE REHABILITATION OF OFFENDERS (EXCEPTIONS) (AMENDMENT) ORDER (NORTHERN IRELAND) 2019 The Department of Justice has made a Statutory Rule entitled "The Rehabilitation of Offenders (Exceptions) (Amendment) Order (Northern Ireland) 2019 " (S.R. 2019 No. 241), which comes into operation on 1 December 2019. This rule amends the Rehabilitation of Offenders (Exceptions) Order (Northern Ireland) 1979 by making adjustments to the definition of a “protected conviction” in Article 1A of that Order to allow more than one offence to become ‘protected’. Protected convictions are old and minor convictions that need no longer be declared and cannot be taken into account in employment decisions in certain circumstances. This Rule may be purchased from the Stationery Office at www.tsoshop.co.uk or by contacting TSO Customer Services on 0333 202 5070, or viewed online at http://www.legislation.gov.uk/nisr/ 2019/214/made MURGITROYD GROUP PLC Notice is hereby given that in a Petition (the “Petition”) which was presented to the Court of Session (the “Court”) on 25 October 2019 by Murgitroyd Group PLC, (the “Company”) a public company incorporated under the Companies Acts, with the registered number SC221766 and with its registered office at Murgitroyd House, 165-169 Scotland Street, Glasgow, G5 8PL; for sanction of a Scheme of Arrangement (the “Scheme”), pursuant to part 26 of the Companies Act 2006 (the “Act”) between the Company and the class of its members who are together defined in the Scheme as “Scheme Shareholders”, being holders of its ordinary shares of 10 pence each. At a meeting held under the authority of the Court on 26 November 2019 (the “Meeting”) the Scheme Shareholders voted to approve the Scheme. At a general meeting held on the same date, the Company passed a related special resolution and a related ordinary resolution. The terms of those resolutions are set out in the Circular which is referred to below (the “Circular”). Following the Meeting, and by order dated 27 November 2019, the Court (i) ordered that the Petition should be advertised once in each of the Edinburgh Gazette, The Herald and The Times (English and Scottish editions); and (ii) allowed all persons claiming an interest in the Petition to lodge answers to the Petition, if so advised, at the Court, Parliament House, 2 Parliament Square, Edinburgh E1 1RQ, within 14 days of the last of those advertisements. The Court hearing to sanction the Scheme is expected to be held on 17 December 2019 at the Court, the address of which is Parliament House, 2 Parliament Square, Edinburgh E1 1RQ. A copy of the Circular, incorporating the Scheme and the explanatory statement which is required to be furnished pursuant to section 897 of the Act, has been published and is available for Scheme Shareholders on the Company’s website, www.murgitroydgroup.com. The Circular was sent in advance of the Meeting to, among others, the Scheme Shareholders. Further copies of the Circular may be obtained by contacting Murgitroyd’s registrars during business hours on +44 (0) 371 664 0321 or by submitting a request in writing to Murgitroyd’s registrars at Link Asset Services, The Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Any Scheme Shareholder, or other person who considers that they have an interest in the Scheme (each an “Interested Party”) and who is concerned that the Scheme may adversely affect them, is entitled to lodge written answers to the Petition and to be heard by the Court as explained below. If an Interested Party wishes to raise concerns in relation to the Scheme with the Court, or appear at the Court hearing, they should seek independent legal advice and lodge written answers to the Petition with the Court at the above address within 14 days after the publication of the last of the advertisements which are referred to above and pay the required fee. Written answers are a formal Court document which must comply with the rules of the Court and are normally prepared by Scottish legal counsel. The Court’s practice is also to consider written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Court hearing. Each Interested Party should note that the Court might require an Interested Party to lodge written answers in order to raise objections to the Scheme and/or appear at the Court Hearing. Burness Paull LLP OTHER NOTICES 50 Lothian Road Edinburgh EH3 9WJ Solicitors for the Petitioner COMPANY LAW SUPPLEMENT The Company Law Supplement details information notified to, or by, the Registrar of Companies. The Company Law Supplement to The London, Belfast and Edinburgh Gazette is published weekly on a Tuesday. These supplements are available to view at https:// www.thegazette.co.uk/browse-publications. Alternatively use the search and filter feature which can be found here https://www.thegazette.co.uk/all-notices on the company number and/or name. COMPANY LAW SUPPLEMENT The Company Law Supplement details information notified to, or by, the Registrar of Companies. The Company Law Supplement to The London, Belfast and Edinburgh Gazette is published weekly on a Tuesday. These supplements are available to view at https:// www.thegazette.co.uk/browse-publications. Alternatively use the search and filter feature which can be found here https://www.thegazette.co.uk/all-notices on the company number and/or name. OTHER NOTICES MONEY PENSIONS NOTICE UNDER THE TRUSTEE ACT 1925 THE PRUDENTIAL MONEY PURCHASE MASTERPLAN THE PRUDENTIAL CONTRACTED-OUT MONEY PURCHASE MASTERPLAN THE PRUDENTIAL GROUP PENSION SAVINGS PLAN (TOGETHER, THE "SCHEMES") This notice is addressed to anyone who is either an employee or a former employee of a company that participated in one of the Schemes or is related to such an employee. While the names set out above are the formal names for the Schemes, the Schemes may also be known by a name which includes the name of your (ex)-employer. A list of participating companies can be found on the following webpage: https://www.pru.co.uk/mastertrust This notice only applies to the Schemes listed above and does not relate to any Prudential Personal or Stakeholder Pension Schemes. The Trustee of the Schemes, Prudential Corporate Pensions Trustee Limited, has given notice that the Schemes are now closed and in the process of being wound-up with effect from 6 April 2019. All known members of the Schemes have been mailed with details of the winding-up process and options available to them. If you are or have previously been employed by one of the employers listed and believe that you have made contributions into a pension arrangement with that employer, and you have not already been notified by the Trustee of the winding-up, you should write to Prudential providing your details. Similarly, you should contact Prudential if you are a spouse, civil partner, child or dependant of such a person. When writing you should include the following details to help verify your identity: your name, National Insurance number, date of birth and current postal address. A full list of acceptable identification documents can be found on the webpage. These should be sent to the MPP Service Centre, Prudential, Lancing, BN15 8GB by 31 January 2020. If you have any questions you can telephone us on 0345 300 2634 or, if outside the UK, +44 178 644 8844 If you have already been contacted regarding the winding-up, there is no need to respond to this notice. Issued on behalf of Prudential Corporate Pensions Trustee Limited NOTICE UNDER THE TRUSTEE ACT 1925 THE PRUDENTIAL MONEY PURCHASE MASTERPLAN THE PRUDENTIAL CONTRACTED-OUT MONEY PURCHASE MASTERPLAN THE PRUDENTIAL GROUP PENSION SAVINGS PLAN (TOGETHER, THE "SCHEMES") This notice is addressed to anyone who is either an employee or a former employee of a company that participated in one of the Schemes or is related to such an employee. While the names set out above are the formal names for the Schemes, the Schemes may also be known by a name which includes the name of your (ex)-employer. A list of participating companies can be found on the following webpage: https://www.pru.co.uk/mastertrust This notice only applies to the Schemes listed above and does not relate to any Prudential Personal or Stakeholder Pension Schemes. The Trustee of the Schemes, Prudential Corporate Pensions Trustee Limited, has given notice that the Schemes are now closed and in the process of being wound-up with effect from 6 April 2019. All known members of the Schemes have been mailed with details of the winding-up process and options available to them. If you are or have previously been employed by one of the employers listed and believe that you have made contributions into a pension arrangement with that employer, and you have not already been notified by the Trustee of the winding-up, you should write to Prudential providing your details. Similarly, you should contact Prudential if you are a spouse, civil partner, child or dependant of such a person. When writing you should include the following details to help verify your identity: your name, National Insurance number, date of birth and current postal address. A full list of acceptable identification documents can be found on the webpage. These should be sent to the MPP Service Centre, Prudential, Lancing, BN15 8GB by 31 January 2020. If you have any questions you can telephone us on 0345 300 2634 or, if outside the UK, +44 178 644 8844 If you have already been contacted regarding the winding-up, there is no need to respond to this notice. Issued on behalf of Prudential Corporate Pensions Trustee Limited MONEY COMPANIES RESTORED TO THE REGISTER Notice is hereby given that on 12th November 2019 a Petition was presented to Kilmarnock Sheriff Court by CENTRESTAGE COMMUNITIES LTD, a registered charity (SCO 39611) and company limited by guarantee and registered under the Companies Acts and having its registered office at 11-13 James Little Street Kilmarnock KA1 4AT, for an Order in terms of Section 1029 of the COMPANIES ACT 2006 to restore CS Communities (Retail) Limited Company Number SC455521 to the Register of Companies. In which Petition, Sheriff McFarlane, by Interlocutor 12 November 2019 appointed all persons having an interest to lodge Answers with the Sheriff Clerk at Kilmarnock Sheriff Court House, St Marnock Street Kilmarnock KA1 1ED within 8 days after such intimation, advertisement or service. Eleanor McLaren Trustee, Centrestage Communities Ltd 11-13 James Little Street, Kilmarnock KA1 4AT Notice is hereby given that on 12th November 2019 a Petition was presented to Kilmarnock Sheriff Court by CENTRESTAGE COMMUNITIES LTD, a registered charity (SCO 39611) and company limited by guarantee and registered under the Companies Acts and having its registered office at 11-13 James Little Street Kilmarnock KA1 4AT, for an Order in terms of Section 1029 of the Companies Act 2006 to restore Centrestage Music Theatre CIC Company Number SC286468 to the Register of Companies. In which Petition, Sheriff McFarlane, by Interlocutor 12 November 2019 appointed all persons having an interest to lodge Answers with the Sheriff Clerk at Kilmarnock Sheriff Court House, St Marnock Street Kilmarnock KA1 1ED within 8 days after such intimation, advertisement or service. Eleanor McLaren Trustee, Centrestage Communities Ltd 11-13 James Little Street, Kilmarnock KA1 4AT

4 November 2019
NI059324 SPECIALIST FENCING CONTRACTS LTD HELEN SHILLIDAY REGISTRAR OF COMPANIES DEPARTMENT OF HEALTH THE MISUSE OF DRUGS ACT 1971 THE MISUSE OF DRUGS (AMENDMENT) REGULATIONS (NORTHERN IRELAND) 2019. The Department of Health has made a Statutory Rule entitled "The Misuse of Drugs (Amendment) Regulations (Northern Ireland) 2019", (S.R. 2019 No. 208), which comes into operation on 15th November 2019. OTHER NOTICES This Rule makes various amendments to the Misuse of Drugs Regulations (Northern Ireland) 2002. This Rule may be purchased from the Stationery Office at www.tsoshop.co.uk or by contacting TSO Customer Services on 0333 202 5070, or viewed online at http://www.legislation.gov.uk/nisr DEPARTMENT OF HEALTH THE MISUSE OF DRUGS ACT 1971 THE MISUSE OF DRUGS (DESIGNATION) (AMENDMENT) ORDER (NORTHERN IRELAND) 2019. The Department of Health has made a Statutory Rule entitled "The Misuse of Drugs (Designation) (Amendment) Order (Northern Ireland) 2019", (S.R. 2019 No. 207), which comes into operation on 15th November 2019. This Rule amends Part 1 of Schedule 1 to the Misuse of Drugs (Designation) Order (Northern Ireland) 2001 by reducing the range of compounds captured by one of the definitions of synthetic cannabinoids in Schedule 1 to that Order (which specifies the list of controlled drugs to which section 7(4) of the Misuse of Drugs Act 1971 applies). This Rule may be purchased from the Stationery Office at www.tsoshop.co.uk or by contacting TSO Customer Services on 0333 202 5070, or viewed online at http://www.legislation.gov.uk/nisr DEPARTMENT OF AGRICULTURE, ENVIRONMENT AND RURAL AFFAIRS THE EGGS AND CHICKS AND POULTRYMEAT (AMENDMENT) REGULATIONS (NORTHERN IRELAND) 2019 Following consultation, the Department of Agriculture, Environment and Rural Affairs has made a statutory rule entitled "The Eggs and Chicks and Poultrymeat (Amendment) Regulations (Northern Ireland) 2019 (S.R. 2019 No 210) which comes into operation on 19th November 2019. The rule updates European Union legislative references in the Eggs and Chicks Regulations (Northern Ireland) 2010 and the Poultrymeat Regulations (Northern Ireland) 2011. This Rule may be purchased from the Stationery Office at www.tsoshop.co.uk or by contacting TSO Customer Services on 0333 202 5070, or viewed online at http://www.legislation.gov.uk/nisr HM REVENUE & CUSTOMS THE DOUBLE TAXATION RELIEF AND INTERNATIONAL TAX ENFORCEMENT (ISRAEL) ORDER 2019 (SI 2019 NO. 1111) UK/ISRAEL DOUBLE TAXATION CONVENTION The Protocol to the Double Taxation Convention between the UK and Israel, which was signed on 17 January 2019 in London, entered into force on 28 October 2019. The text of the Protocol has been published as the Schedule to the Double Taxation Relief and International Tax Enforcement (Israel) Order 2019 (Statutory Instrument 2019 No. 1111), copies of which can be obtained from The Stationery Office. The text of the Order can also be accessed on the Internet at http://www.legislation.gov.uk/. The provisions of the Protocol take effect in the UK from 1 January 2020 for taxes withheld at source (including PAYE on employment income), 1 April 2020 for corporation tax and from 6 April 2020 for income and capital gains tax, and in Israel the provisions apply from 1 January 2020 for taxes withheld at source and other taxes. The provisions of the Protocol that amend Article XIX (Exchange of Information) and Article XX (Mutual Agreement Procedure) of the Convention have effect in both the UK and Israel from the entry into force date of the Convention, without regard to the taxable period to which the matter relates. NOTICE OF COURT MEETING MURGITROYD GROUP PLC (Registered in Scotland with Company Registration Number SC221766) NOTICE IS HEREBY GIVEN that, by an order dated 29 October 2019 (the ‘‘Order’’), the Court of Session in Edinburgh has directed that a meeting (the ‘‘Court Meeting’’) be convened of the ‘‘Scheme Shareholders’’ (as defined in the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the ‘‘Scheme’’) pursuant to Part 26 of the Companies Act 2006 (the ‘‘Companies Act’’) proposed to be made between Murgitroyd Group PLC (the “Company’’) and the Scheme Shareholders who are defined in the Scheme and that the Court Meeting will be held at the offices of Burness Paull LLP, 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ on 26 November 2019 at 2.30 p.m., at which place and time all Scheme Shareholders are requested to attend. At the Court Meeting, the following resolution will be proposed: ‘‘That the scheme of arrangement dated 30 October 2019 (the ‘‘Scheme’’), between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to this meeting and, for the purposes of identification, signed by the chairman hereof in its original form or with or subject to any modification, addition or condition approved or imposed by the Court, be approved and the directors of the Company be authorised to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect.’’ Voting on the resolution will be by poll which may be conducted as the chairman of the Court Meeting shall determine. For the Court Meeting (or any adjournment thereof) to be properly convened, a quorum of two persons entitled to vote on the business to be transacted, each being a Scheme Shareholder, the proxy of a Scheme Shareholder or (where the Scheme Shareholder is a corporation) a duly authorised representative must be present. A copy of the Scheme and of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act (the “Explanatory Statement”) has been published and is available for Scheme Shareholders from the Company's website at www.murgitroydgroup.com and is being sent to Scheme Shareholders. Further copies of the Scheme and the Explanatory Statement may be obtained by any Scheme Shareholder by submitting a request in writing to Link Asset Services at The Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Entitlement to attend and vote at the Court Meeting (or if it is adjourned, at any adjourned meeting) (and the number of votes which may be cast thereat) will be determined by reference to the number of Scheme Shares registered in the name of a Scheme Shareholder in the register of members of the Company at 6.30 p.m. on 22 November 2019 or, in the case of an adjourned meeting, at 6.30 p.m. on the day which is two Business Days (as defined in the Scheme) before the date of the adjourned meeting. In each case, changes to the register of members of the Company after 6.30 p.m. on the relevant date will be disregarded in determining the right to attend and vote at the Court Meeting. Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares. Scheme Shareholders are also entitled to appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to at least one different Scheme Share. In order to be valid, completed and signed BLUE Forms of Proxy must be lodged with Link Asset Services, The Registry, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 2.30 p.m. on 22 November 2019 or, in the case of an adjourned meeting, no later than the relevant deadline for the return of forms of proxy on the day two Business Days before the day of the adjourned meeting all in accordance with the instructions printed on the BLUE Form of Proxy. If BLUE Forms of Proxy are not so lodged or sent, they may be handed to Link Asset Services on behalf of the chairman of the Court Meeting at the Court Meeting before the taking of the poll, or if the Court Meeting is adjourned, at that adjourned meeting. Completion and return of a BLUE Form of Proxy will not prevent a Scheme Shareholder from attending and voting at the Court Meeting, or any adjournment thereof, in person if he or she wishes to do so. In the case of Scheme Shareholders who hold their Scheme Shares jointly (“Joint Holders”), the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other Joint Holder(s) and, for this purpose, seniority will be determined by the order in which the names in respect of the joint holding stand in the register of members of the Company. OTHER NOTICES Scheme Shareholders who hold Scheme Shares through CREST and who wish to appoint a proxy or proxies through the CREST Electronic Proxy Service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘‘CREST Proxy Voting Instruction’’) must be properly authenticated in accordance with the specifications of Euroclear UK & Ireland Limited (‘‘Euroclear’’) and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Asset Services (participant ID RA1Q) by no later than 2.30 p.m. on 22 November 2019 (or, in the case of an adjourned meeting, no later than 2.30 p.m. on the day two Business Days before the day of the adjourned meeting). For this purpose, the time of receipt will be taken as the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which Link Asset Services are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsor or voting service provider, should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Voting Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members and, where applicable, their CREST sponsor or voting service provider are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Voting Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Any corporation which is a Scheme Shareholder can appoint one or more corporate representatives in writing who may exercise on its behalf all of its powers as a Scheme Shareholder provided that: (i) no more than one corporate representative is appointed over each Scheme Share; and (ii) only one corporate representative is to be counted in determining, under section 899(1) of the Companies Act, whether a majority in number of the Scheme Shareholders has approved the Scheme. The chairman of the Court Meeting may require a corporate representative to produce to the Company’s registrars his written authority to attend and vote at the Court Meeting. By the Order, the Court has appointed Ian Murgitroyd or, failing him, Gordon Stark to act as chairman of the Court Meeting and has directed the chairman of the Court Meeting to report the result thereof to the Court. The Scheme of Arrangement will be subject to the subsequent sanction of the Court. Dated: 30 October 2019 Burness Paull LLP 50 Lothian Road Festival Square Edinburgh EH3 9WJ Scotland Solicitors for the Company


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