RIGHTS AND WHICH
ATTRACT STAMP DUTY, STAMP DUTY RESERVE TAX OR ANY SIMILAR FOREIGN TAX OR DUTY,
HAVE BEEN PROPERLY STAMPED AND EACH GROUP COMPANY HAS DULY PAID ALL STAMP DUTY
AND SIMILAR TAXES OR DUTIES IN OTHER COUNTRIES TO WHICH IT IS, HAS BEEN, OR MAY
BE MADE, LIABLE AND NO SUCH DOCUMENTS WHICH ARE OUTSIDE THE UNITED KINGDOM WOULD
ATTRACT STAMP DUTY IF THEY WERE BROUGHT INTO THE UNITED KINGDOM.
16.29
STAMP DUTY LAND TAX HAS BEEN PROPERLY PAID AND A LAND TRANSACTION
RETURN HAS BEEN PROPERLY FILED IN RESPECT OF ALL LAND TRANSACTIONS TO WHICH ANY
GROUP COMPANY IS A PARTY, OR WHERE NO RETURN WAS REQUIRED, THERE IS A VALID
CERTIFICATE TO THAT EFFECT, AND IN ANY CASE, THERE IS NO LIABILITY FOR ANY
PENALTY IN RESPECT OF SUCH DUTY.
16.30
IN THE LAST 5 YEARS NO GROUP COMPANY HAS MADE ANY CLAIM FOR RELIEF
FROM STAMP DUTY UNDER SECTION 42 FINANCE ACT 1930, SECTION 151 FINANCE ACT 1995
OR SECTION 76 FINANCE ACT 1986.
16.31
NO GROUP COMPANY HAS MADE ANY CLAIM FOR RELIEF FROM STAMP DUTY LAND
TAX UNDER SCHEDULE 7 FINANCE ACT 2003.
Anti-avoidance
16.32
NO GROUP COMPANY HAS AT ANY TIME ENTERED INTO ANY TRANSACTION,
SERIES OF TRANSACTIONS, SCHEME OR ARRANGEMENT OF WHICH THE MAIN PURPOSE, OR ONE
OF THE MAIN PURPOSES, WAS THE AVOIDANCE OF, TAX AND NO GROUP COMPANY HAS AT ANY
TIME ENTERED INTO A TRANSACTION THE MAIN PURPOSE OF WHICH WAS A COMMERCIAL
PURPOSE BUT INTO WHICH A STEP OR A SERIES OF STEPS WERE INSERTED WITH A VIEW TO
THE AVOIDANCE OF TAX.
16.33
NO GROUP COMPANY HAS BEEN A PARTY TO, OR ACTED AS A PROMOTER OF, ANY
NOTIFIABLE ARRANGEMENTS OR NOTIFIABLE PROPOSALS WITHIN THE MEANING OF
SECTION 306 FINANCE ACT 2004.
16.34
NO GROUP COMPANY HAS BEEN PARTY TO ANY DESIGNATED SCHEME OR
NOTIFIABLE SCHEME WITHIN THE MEANING OF SCHEDULE 11A VATA.
EMI OPTIONS
16.35
THE OPTIONS GRANTED TO THE OPTION HOLDERS (THE "EMI OPTIONS") HAVE
AT ALL TIMES BEEN QUALIFYING EMI OPTIONS UNDER CHAPTER 9 AND SCHEDULE 5 OF THE
INCOME TAX (EARNING AND PENSIONS) ACT 2003 ("ITEPA") (PREVIOUSLY UNDER
SCHEDULE 14 OF THE FINANCE ACT 2000).
16.36
THE EMI OPTIONS WERE GRANTED WITH AN EXERCISE PRICE OF £1 PER SHARE,
COMPARED TO A MARKET VALUE OR £837.50 AS AGREED WITH THE INLAND REVENUE. THE
INCOME TAX AND NATIONAL INSURANCE LIABILITY ON THE DIFFERENCE BETWEEN £837.50
AND £1.00 WILL BE PAID BY THE OPTION HOLDERS.
16.37
THE COMPANY NOTIFIED BY THE INLAND REVENUE OF THE GRANT OF THE EMI
OPTIONS WITHIN THE TIME LIMITED PRESCRIBED BY SCHEDULE 5 OF ITEPA AND THERE HAVE
BEEN NO DISQUALIFYING EVENTS (AS DEFINED IN SECTION 533 ITEPA) SINCE THE GRANT
OF THE EMI OPTIONS.
Employment Taxes
16.38
EACH GROUP COMPANY HAS DULY PAID AND ACCOUNTED FOR ALL SUMS PAYABLE
TO THE INLAND REVENUE IN RESPECT OF INCOME ASSESSABLE TO INCOME TAX (INCLUDING
ANY SUMS PAYABLE IN RESPECT OF BENEFITS PROVIDED TO THE GROUP COMPANY'S
EMPLOYEES OR FORMER