Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2016, the Company’s shareholders approved and adopted the Third Amended and Restated Memorandum and Articles of Association, which is attached as Exhibit 3.1 hereto and incorporated by reference herein in its entirety (the “New Articles”). The information contained in Item 5.07 below is incorporated by reference herein.
Below is a summary of how the New Articles differ from the Second Amended and Restated Memorandum and Articles of Association (the “Prior Articles”). The following is a summary only and is qualified in its entirety by the full text of the New Articles attached as Exhibit 3.1 hereto.
Transferability of Shares
The Prior Articles subjected the transfer of shares by our shareholders to the consent of the Board and allowed the Board to exercise absolute discretion in refusing to register a transfer of shares. The New Articles allow shareholders to transfer shares without the consent of the Board and prohibits the Board from refusing to register a transfer of shares.
Requirement to Hold Annual General Meeting
The Prior Articles did not require the Company to hold an annual general meeting and specified the second Wednesday in December as the default date for such a meeting. The New Articles require that an annual general meeting be held each year and specify that, by default, such meeting be held during the month of May.
Notice Requirements for General Meetings
The Prior Articles required a minimum of 5 calendar days’ notice for any general meeting. The New Articles require a minimum of 10 and a maximum of 60 calendar days’ notice and add the requirement that such notice be in writing.
The New Articles clarify the required content in notices of general meetings and add procedures for the delivery of such notices to the shareholders. The New Articles require that notices of general meetings specify the matters intended for presentation and, in the case of annual general meetings, the name of any nominee whom the Board intends to present for election to the Board. The New Articles also require that notices specify any intention to propose a special resolution.
The New Articles provide that no business may be transacted at general meetings of shareholders other than business specified in the notice of the meeting, which is otherwise properly brought at the direction of our board of directors or, in the case of an annual general meeting, relates to the nomination for election of a director made by our shareholders.
[https://www.sec.gov/Archives/edgar/data/1465872/000119312516673311/d210161d8k.htm, accessed Aug 6 2016]
...my opinion: Common shareholding debt holding whales want to freely trade their vantage drilling shares without Board interference...with patience we likely will see some of the vultures buying and selling their shares....higher of lower than $95.60...expect some public buy and sell posturing...maybe at Thursday's cc...gl
On August 4, 2016, the Company’s shareholders approved and adopted the Third Amended and Restated Memorandum and Articles of Association, which is attached as Exhibit 3.1 hereto and incorporated by reference herein in its entirety (the “New Articles”). The information contained in Item 5.07 below is incorporated by reference herein.
Below is a summary of how the New Articles differ from the Second Amended and Restated Memorandum and Articles of Association (the “Prior Articles”). The following is a summary only and is qualified in its entirety by the full text of the New Articles attached as Exhibit 3.1 hereto.
Transferability of Shares
The Prior Articles subjected the transfer of shares by our shareholders to the consent of the Board and allowed the Board to exercise absolute discretion in refusing to register a transfer of shares. The New Articles allow shareholders to transfer shares without the consent of the Board and prohibits the Board from refusing to register a transfer of shares.
Requirement to Hold Annual General Meeting
The Prior Articles did not require the Company to hold an annual general meeting and specified the second Wednesday in December as the default date for such a meeting. The New Articles require that an annual general meeting be held each year and specify that, by default, such meeting be held during the month of May.
Notice Requirements for General Meetings
The Prior Articles required a minimum of 5 calendar days’ notice for any general meeting. The New Articles require a minimum of 10 and a maximum of 60 calendar days’ notice and add the requirement that such notice be in writing.
The New Articles clarify the required content in notices of general meetings and add procedures for the delivery of such notices to the shareholders. The New Articles require that notices of general meetings specify the matters intended for presentation and, in the case of annual general meetings, the name of any nominee whom the Board intends to present for election to the Board. The New Articles also require that notices specify any intention to propose a special resolution.
The New Articles provide that no business may be transacted at general meetings of shareholders other than business specified in the notice of the meeting, which is otherwise properly brought at the direction of our board of directors or, in the case of an annual general meeting, relates to the nomination for election of a director made by our shareholders.
[https://www.sec.gov/Archives/edgar/data/1465872/000119312516673311/d210161d8k.htm, accessed Aug 6 2016]
...my opinion: Common shareholding debt holding whales want to freely trade their vantage drilling shares without Board interference...with patience we likely will see some of the vultures buying and selling their shares....higher of lower than $95.60...expect some public buy and sell posturing...maybe at Thursday's cc...gl
