Growth and Infrastructure Bill

Session 2012 - 13
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Other Bills before Parliament

Growth and Infrastructure Bill

Growth and Infrastructure Bill
LORDS DISAGREEMENT AND AMENDMENTS IN LIEU
[The page and line references are to HL Bill 72, the bill as first printed for the Lords.]
Clause 27
25
Leave out Clause 27

COMMONS DISAGREEMENT AND REASON

The Commons disagree to Lords Amendment No. 25 for the following Reason—
25A
Because the new status of employee shareholder should be made available.

LORDS INSISTENCE AND REASON

The Lords insist on their Amendment No. 25 for the following Reason—
25B
Because it is inappropriate for employees to be exempted from statutory employment rights

in this manner.

COMMONS INSISTENCE AND AMENDMENTS TO WORDS SO RESTORED TO THE BILL

The Commons insist on their disagreement to Lords Amendment No. 25 but propose the

following amendments to the words restored to the Bill by that disagreement—
25C
Page 34, line 13, after “£2,000,” insert—

“(ca)
the company gives the individual a written statement of the

particulars of the status of employee shareholder and of the

rights which attach to the shares referred to in paragraph (b)

(“the employee shares”) (see subsection (4A)),”
25D
Page 34, line 38, at end insert—

“(4A)
The statement referred to in subsection (1)(ca) must—

(a)
state that, as an employee shareholder, the individual would not

have the rights specified in subsection (2),

Bill 167 55/2

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(b)
specify the notice periods that would apply in the individual’s case

as a result of subsections (3) and (4),

(c)
state whether any voting rights attach to the employee shares,

(d)
state whether the employee shares carry any rights to dividends,

(e)
state whether the employee shares would, if the company were

wound up, confer any rights to participate in the distribution of any

surplus assets,

(f)
if the company has more than one class of shares and any of the

rights referred to in paragraphs (c) to (e) attach to the employee

shares, explain how those rights differ from the equivalent rights

that attach to the shares in the largest class (or next largest class if

the class which includes the employee shares is the largest),

(g)
state whether the employee shares are redeemable and, if they are,

at whose option,

(h)
state whether there are any restrictions on the transferability of the

employee shares and, if there are, what those restrictions are,

(i)
state whether any of the requirements of sections 561 and 562 of the

Companies Act 2006 are excluded in the case of the employee

shares (existing shareholders’ right of pre-emption), and

(j)
state whether the employee shares are subject to drag-along rights

or tag-along rights and, if they are, explain the effect of the shares

being so subject.”
25E
Page 34, line 38, at end insert—

“( )
Where a company makes an offer to an individual for the individual to

become an employee shareholder, an acceptance by the individual of the

offer is of no effect unless seven days have passed since the day on which

the offer was made.”
25F
Page 35, line 23, at end insert—


““drag-along rights”, in relation to shares in a company, means the right of

the holders of a majority of the shares, where they are selling their shares,

to require the holders of the minority to sell theirs;””
25G
Page 35, line 25, at end insert—


““tag-along rights”, in relation to shares in a company, means the right of

the holders of a minority of the shares to sell their shares, where the holders

of the majority are selling theirs, on the same terms as those on which the

holders of the majority are doing so”

LORDS DISAGREEMENT AND AMENDMENTS IN LIEU

The Lords disagree to Commons Amendment No. 25E but do propose the following

amendments in lieu—
25H rev
Page 34, line 38, at end insert—

“( )
Agreement between a company and an individual that the

individual is to become an employee shareholder is of no effect

unless, before the agreement is made—

(a)
the individual, having been given the statement referred to

in subsection (1)(ca), receives advice from a relevant

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independent adviser as to the terms and effect of the

proposed agreement, and

(b)
seven days have passed since the day on which the

individual receives the advice.

( )
Any reasonable costs incurred by the individual in obtaining the

advice (whether or not the individual becomes an employee

shareholder) which would, but for this subsection, have to be met

by the individual are instead to be met by the company.”
25J
Page 35, line 25, at end insert—

““relevant independent adviser” has the meaning that it has

for the purposes of section 203(3)(c);”

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