12.1 The share capital of the Company as at the date of the adoption of these Articles is £[ ] divided into [ ] non-dividend 'A' Shares ("A Shares") and 1 non-dividend 'B' Share ("B Share"). The A Shares and the B Share shall each constitute different classes of shares for the purposes of the Act, but, except as expressly provided in these Articles, each A Share and the B Share rank equally in all respects.
12.2 The Company is a private company and accordingly any invitation to the public to subscribe for any Shares or debentures of the Company is prohibited.
12.3 No Shares in the Company may be issued other than with the prior consent in Writing of all of the Shareholders. Unless all of the Shareholders consent in Writing otherwise, all new Shares created on any increase of capital shall be created as A Shares of £1 each, being issued only to the Holders of A Shares in proportion to the members' holdings of A Shares.
12.4 Whenever the capital of the Company is divided into different classes of Shares all provisions applicable to general meetings of the Company or to the proceedings at general meetings of the Company shall apply (with any necessary modifications) apply to any separate meeting of the Holders of Shares of any class except that:
12.4.1 the necessary quorum shall be one or more persons holding or representing by proxy at least two thirds (in aggregate) in nominal value of the issued shares of the class (but on the basis that if at any adjourned meeting of such Holders the quorum specified above is not present, the Shareholder or Shareholders present via their duly authorised representatives or represented by proxy shall be a quorum);
12.4.2 any Holder of Shares of that class present in person or by proxy may demand a poll, and each Holder shall on a poll have one vote in respect of every Share of that class held by it; and
12.4.3 the provisions of Article [12.6] shall apply in relation to any proposed variation of special rights attached to that class of Shares.
12.5 The rights conferred upon the Holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking equally with them, provided that such further Shares are issued equally in all respects to all then existing Shares of that class.
12.6 Whenever the capital of the Company is divided into different classes of Shares, the special rights attached to any class may be varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up, only with the consent in Writing of the Holders of all of the issued Shares of that class.
12.7 No Share shall carry any entitlement to a dividend or other payment or distribution.
12.8 No Share is redeemable.
12.9 If the Company is wound up under the Insolvency Act 1986 and some property of the Company remains after satisfaction of the Company's liabilities, the Shareholders shall be entitled to share in a distribution of such residual assets, in proportion to the number of Shares held by them respectively, but such that the maximum amount which may be received by any Shareholder in this respect (or in respect of any other return of capital) shall not exceed £1 for each Share of which it is the Holder.
12.10 Following distribution in accordance with Article [12.9] on winding up of the Company, any remaining residual assets of the Company shall be given or transferred to the Authority for no consideration.