Share Details
Placing of Shares
Naya Bharat Property Company plc (the "Company") was incorporated and registered in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 8 December 2006 as a public company with registered number 118539C.
Pursuant to the Admission Document dated 21 February 2007 there was an original placing of 60,000,000 Ordinary Shares. Following the close of the placing on 23 February 2007 60,000,000 Shares were issued.
The Shares of the Company were admitted to trading on the Alternative Investment Market of the London Stock Exchange ("AIM") on 26 February 2007 when dealings also commenced. The Company's Shares are not traded on any other exchange or trading platform nor has the Company applied to list its Shares on any other exchange or trading platform.
The Shares rank in full for all dividends or other distributions made or paid on the ordinary share capital and will rank pari passu in all other respects. The shares are listed in US Dollars and each share carries one vote. No Ordinary Shares are held as treasury shares.
Interested parties should note that the rights of Shareholders under Isle of Man law may differ from those in other jurisdictions and that care should be exercised in this regard.
The financial year end of the Company is 31 March in each year.
Shareholding
Investors may hold their shares in registered form or through CREST.
Share Transfers
Save for that stated below, there are no restrictions on transfers of shares:
- The Articles are consistent with CREST membership and, inter alia, allow for the holding and transfer of shares through the CREST system.
- Any member may transfer all or any of his shares by instrument of transfer in any form which the Board may approve. The instrument of transfer of a share shall be signed by or on behalf of the transferor.
- The Board may refuse to register any transfer of shares unless the instrument of transfer is lodged at the registered office together with such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer.
- The Directors may refuse to register a transfer of any share which is not fully paid up or on which the Company has a lien provided that this would not prevent dealings from taking place on an open and proper basis.
- The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine provided that such suspension shall not be for more than 30 days in any year.
Share Distribution
This Ordinary Shares pursuant to the original placing were not, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Republic of Ireland or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Republic of Ireland or Japan. Neither the Admission Document nor any copy of it may be distributed directly or indirectly to any persons with addresses in the United States of America (or any of its territories or possessions), Canada, Australia, Republic of Ireland or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement.
The information in the Admission Document is not an offer to sell securities of the Company to the public in the Federal Republic of Germany, and an offer and sale of the securities may only be made in the Federal Republic of Germany to a restricted circle of investors or institutional investors who on a professional or commercial basis purchase shares themselves for their own account or for the account of a third party in compliance with Section 2 of the German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz). No sales prospectus has been or will be published with respect to the securities and no application to the competent authorities has been made under the German Sales Prospectus Act to publicly market the securities. Accordingly, neither the Admission Document nor any other offering document may be distributed to the public in Germany.