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Our Ref
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L-254689
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1
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Introduction
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| 2 |
English law
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| 3 |
Scope of Enquiry
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| 3.1 |
we have examined the following documents:
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| 3.1.1 |
A copy of the Registration Statement;
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| 3.1.2 |
A copy of the Certificate of Incorporation and the Certificate of Re-registration as a public company of the Company;
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| 3.1.3 |
A copy of the articles of association of the Company adopted on 11 May 2016 (the “Articles”);
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| 3.1.4 |
A copy of the minutes of a meeting of the Board of Directors of the Company held on 17 March 2014 in relation to an issue and allotment of ordinary shares;
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| 3.1.5 |
A copy of the return of allotment of shares filed by the Company with Companies House dated 17 March 2014 in relation to the issue and allotment described in paragraph 3.1.4;
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| 3.1.6 |
A copy of the minutes of a meeting of the Board of Directors of the Company held on 28 May 2014, in relation to three issues and allotments of ordinary shares in connection with three contributions;
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| 3.1.7 |
A copy of the written record of a decision by the sole member of the Company dated 28 May 2014 in relation to the first of the issues and allotments of ordinary shares described in paragraph 3.1.6;
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| 3.1.8 |
A copy of the return of allotment of shares filed by the Company with Companies House dated 2 June 2014 in relation to the issue and allotment described in paragraph 3.1.7;
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| 3.1.9 |
A copy of the minutes of a General Meeting of the Company held on 5 June 2014 in relation to the second of the issues and allotments of ordinary shares described in paragraph 3.1.6;
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| 3.1.10 |
A copy of the return of allotment of shares filed by the Company with Companies House dated 5 June 2014 in relation to the issue and allotment described in paragraph 3.1.9;
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| 3.1.11 |
A copy of the minutes of a General Meeting of the Company held on 13 June 2014 in relation to the third of the issues and allotments of ordinary shares described in paragraph 3.1.6;
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| 3.1.12 |
A copy of the return of allotment of shares filed by the Company with Companies House dated 13 June 2014 in relation to the issue and allotment described in paragraph 3.1.11;
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| 3.1.13 |
A copy of the minutes of a meeting of the Board of Directors of the Company held on 12 June 2014 in relation to an issue and allotment of ordinary shares in connection with a public offering;
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| 3.1.14 |
A copy of the minutes of a meeting of the Board of Directors of the Company held on 13 June 2014 in relation to an issue and allotment of ordinary shares in connection with a public offering;
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| 3.1.15 |
A copy of the ordinary and special resolutions passed at a General Meeting of the Company held on 13 June 2014 in relation to the issue and allotment of ordinary shares described in paragraphs 3.1.13 and 3.1.14;
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| 3.1.16 |
A copy of the return of allotment of shares filed by the Company with Companies House dated 18 June 2014 in relation to the issue and allotment described in paragraphs 3.1.13 and 3.1.14;
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| 3.1.17 |
A certified extract of the minutes of a meeting of the Board of Directors of the Company held on 8 May 2015 in relation to the issue and allotment of ordinary shares;
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| 3.1.18 |
A copy of the minutes of a General Meeting of the Company held on 8 May 2015 in relation to the issue and allotment described in 3.1.17 (the documents in paragraphs 3.1.4, 3.1.6, 3.1.7, 3.1.9, 3.1.11, 3.1.13, 3.1.14, 3.1.15, 3.1.17 and 3.1.18 together being the “Minutes”); and
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| 3.1.19 |
A copy of the return of allotment of shares filed by the Company with Companies House dated 14 May 2015 in relation to the issue and allotment described in paragraph 3.1.17.
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| 3.2 |
it should be understood that we have not been responsible for investigating or verifying the accuracy of any of the representations and warranties as to matters of fact contained in the instruments and other documents delivered by the Company; and
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| 3.3 |
we express no opinion as to any taxation matters.
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| 4 |
Assumptions
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| 4.1 |
All copies of documents conform to the originals and all originals are genuine and complete.
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| 4.2 |
Each signature is the genuine signature of the individual concerned.
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| 4.3 |
The documents referred to in paragraphs 3.1.2, 3.1.3, 3.1.5, 3.1.8, 3.1.10, 3.1.12, 3.1.16, 3.1.19 and the Minutes are accurate and up-to-date.
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| 4.4 |
The Minutes are a true record of the proceedings described in them in duly convened, constituted and quorate meetings and the resolutions set out in those Minutes were validly passed and remain in full force and effect without modification.
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| 4.5 |
None of the documents examined by us has been amended, supplemented or terminated (whether by written agreement, course of dealings or otherwise).
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| 4.6 |
The term “non-assessable”, which has no recognised meaning in English law, for the purposes of this opinion means that, under the Companies Act 2006 (as amended), the Articles and any resolution taken under the Articles approving the issue of the Securities, no holder of such Securities is liable, solely because of such holder’s status as a holder of such Securities, for additional assessments or calls for further funds by the Company or any other person.
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| 5 |
Opinion
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| 6 |
Reliance
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