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Redenomination of share capital |
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586 | Redenomination of share capital |
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(1) | A limited company having a share capital may by ordinary resolution |
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redenominate its share capital or any class of its share capital. |
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| “Redenominate” means convert shares from having a fixed nominal value in |
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one currency to having a fixed nominal value in another currency. |
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(2) | The conversion must be made at an appropriate spot rate of exchange specified |
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(3) | The rate must be either— |
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(a) | a rate prevailing on a day specified in the resolution, or |
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(b) | a rate determined by taking the average of rates prevailing on each |
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consecutive day of a period specified in the resolution. |
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| The day or period specified for the purposes of paragraph (a) or (b) must be |
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within the period of 28 days ending on the day before the resolution is passed. |
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(4) | A resolution under this section may specify conditions which must be met |
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before the redenomination takes effect. |
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(5) | Redenomination in accordance with a resolution under this section takes |
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(a) | on the day on which the resolution is passed, or |
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(b) | on such later day as may be determined in accordance with the |
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(6) | A resolution under this section lapses if the redenomination for which it |
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provides has not taken effect at the end of the period of 28 days beginning on |
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the date on which it is passed. |
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(7) | A company’s articles may prohibit or restrict the exercise of the power |
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conferred by this section. |
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587 | Calculation of new nominal values |
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| For each class of share the new nominal value of each share is calculated as |
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| Take the aggregate of the old nominal values of all the shares of that class. |
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| Translate that amount into the new currency at the rate of exchange specified |
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| Divide the resulting figure by the number of shares in the class. |
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588 | Effect of redenomination |
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(1) | The redenomination of shares does not affect any rights or obligations of |
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members under the company’s constitution, or any restrictions affecting |
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members under the company’s constitution. |
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| In particular, it does not affect entitlement to dividends (including entitlement |
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to dividends in a particular currency), voting rights or any liability in respect |
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of amounts unpaid on shares. |
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(2) | For this purpose the company’s constitution includes the terms on which any |
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shares of the company are allotted or held. |
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(3) | Subject to subsection (1), references to the old nominal value of the shares in |
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any agreement or statement, or in any deed, instrument or document, shall |
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(unless the context otherwise requires) be read after the resolution takes effect |
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as references to the new nominal value of the shares. |
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589 | Notice to registrar of redenomination |
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(1) | If a company having a share capital redenominates any of its share capital, it |
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must within one month after doing so give notice to the registrar, specifying |
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the shares redenominated. |
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(a) | state the date on which the resolution was passed, and |
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(b) | be accompanied by a statement of capital. |
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(3) | The statement of capital must state with respect to the company’s share capital |
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as redenominated by the resolution— |
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(a) | the total number of shares of the company, |
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(b) | the aggregate nominal value of those shares, |
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(c) | for each class of shares— |
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(i) | prescribed particulars of the rights attached to the shares, |
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(ii) | the total number of shares of that class, and |
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(iii) | the aggregate nominal value of shares of that class, and |
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(d) | the amount paid up and the amount (if any) unpaid on each share |
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(whether on account of the nominal value of the share or by way of |
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(4) | If default is made in complying with this section, an offence is committed by— |
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(b) | every officer of the company who is in default. |
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(5) | A person guilty of an offence under this section is liable on summary |
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conviction to a fine not exceeding level 3 on the standard scale and, for |
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continued contravention, a daily default fine not exceeding one-tenth of level |
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590 | Reduction of capital in connection with redenomination |
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(1) | A company that passes a resolution redenominating some or all of its shares |
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may, for the purpose of adjusting the nominal values of the redenominated |
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shares to obtain values that are, in the opinion of the company, more suitable, |
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reduce its share capital under this section. |
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(2) | A reduction of capital under this section requires a special resolution of the |
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(3) | Any such resolution must be passed within three months of the resolution |
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effecting the redenomination. |
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(4) | The amount by which a company’s share capital is reduced under this section |
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must not exceed 10% of the nominal value of the company’s allotted share |
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capital immediately after the reduction. |
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(5) | A reduction of capital under this section does not extinguish or reduce any |
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liability in respect of share capital not paid up. |
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(a) | sections 135 to 135C of the Companies Act 1985 (c. 6) (reduction of |
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capital supported by solvency statement), or |
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(b) | sections 135 and 136 to 141 of that Act (reduction of capital requiring |
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| applies to a reduction of capital under this section. |
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591 | Notice to registrar of reduction of capital in connection with redenomination |
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(1) | A company that passes a resolution under section 590 (reduction of capital in |
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connection with redenomination) must within 15 days after the resolution is |
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passed give notice to the registrar stating— |
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(a) | the date of the resolution, and |
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(b) | the date of the resolution under section 586 in connection with which it |
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| This is in addition to the copies of the resolutions themselves that are required |
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to be delivered to the registrar under Chapter 3 of Part 3. |
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(2) | The notice must be accompanied by a statement of capital. |
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(3) | The statement of capital must state with respect to the company’s share capital |
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as reduced by the resolution— |
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(a) | the total number of shares of the company, |
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(b) | the aggregate nominal value of those shares, |
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(c) | for each class of shares— |
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(i) | prescribed particulars of the rights attached to the shares, |
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(ii) | the total number of shares of that class, and |
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(iii) | the aggregate nominal value of shares of that class, and |
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(d) | the amount paid up and the amount (if any) unpaid on each share |
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(whether on account of the nominal value of the share or by way of |
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(4) | The registrar must register the notice and statement on receipt. |
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(5) | The reduction of capital is not effective until those documents are registered. |
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(6) | The company must also deliver to the registrar, within 15 days after the |
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resolution is passed, a statement by the directors confirming that the reduction |
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in share capital is in accordance with section 590(4) (reduction of capital not to |
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exceed 10% of nominal value of allotted shares immediately after reduction). |
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(7) | If a company fails to comply with this section, an offence is committed by— |
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(b) | every officer of the company who is in default. |
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(8) | A person guilty of an offence under this section is liable— |
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(a) | on conviction on indictment to a fine, and |
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(b) | on summary conviction to a fine not exceeding the statutory maximum. |
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592 | Redenomination reserve |
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(1) | The amount by which a company’s share capital is reduced under section 590 |
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(reduction of capital in connection with redenomination) must be transferred |
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to a reserve, called “the redenomination reserve”. |
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(2) | The redenomination reserve may be applied by the company in paying up |
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shares to be allotted to members as fully paid bonus shares. |
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(3) | Subject to that, the provisions of the Companies Acts relating to the reduction |
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of a company’s share capital apply as if the redenomination reserve were paid- |
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up share capital of the company. |
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593 | Register of debenture holders |
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(1) | Any register of debenture holders of a company that is kept by the company |
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must be kept available for inspection— |
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(a) | at the company’s registered office, or |
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(b) | at another place in the part of the United Kingdom in which the |
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(2) | A company must give notice to the registrar of the place where any such |
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register is kept available for inspection and of any change in that place. |
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(3) | No such notice is required if the register has, at all times since it came into |
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existence, been kept available for inspection at the company’s registered office. |
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(4) | If a company makes default for 14 days in complying with subsection (2), an |
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(b) | every officer of the company who is in default, |
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(5) | A person guilty of an offence under this section is liable on summary |
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conviction to a fine not exceeding level 3 on the standard scale and in the case |
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of continued contravention to a daily default fine not exceeding one-tenth of |
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level 3 on the standard scale. |
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(6) | References in this section to a register of debenture holders include a |
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(a) | of a register of debenture holders that is kept outside the United |
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(b) | of any part of such a register. |
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594 | Register of debenture holders: right to inspect and require copy |
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(1) | Every register of debenture holders of a company must, except when duly |
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closed, be open to the inspection— |
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(a) | of the registered holder of any such debentures, or any holder of shares |
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in the company, without charge, and |
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(b) | of any other person on payment of such fee as may be prescribed. |
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(2) | Any person may require a copy of the register, or any part of it, on payment of |
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such fee as may be prescribed. |
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(3) | A person seeking to exercise either of the rights conferred by this section must |
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make a request to the company to that effect. |
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(4) | The request must contain the following information— |
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(a) | in the case of an individual, his name and address; |
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(b) | in the case of an organisation, the name and address of an individual |
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responsible for making the request on behalf of the organisation; |
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(c) | the purpose for which the information is to be used; and |
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(d) | whether the information will be disclosed to any other person, and if |
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(i) | where that person is an individual, his name and address, |
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(ii) | where that person is an organisation, the name and address of |
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an individual responsible for receiving the information on its |
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(iii) | the purpose for which the information is to be used by that |
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(5) | For the purposes of this section a register is “duly closed” if it is closed in |
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accordance with provision contained— |
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(a) | in the articles or in the debentures, |
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(b) | in the case of debenture stock in the stock certificates, or |
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(c) | in the trust deed or other document securing the debentures or |
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| The total period for which a register is closed in any year must not exceed 30 |
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(6) | References in this section to a register of debenture holders include a |
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(a) | of a register of debenture holders that is kept outside the United |
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(b) | of any part of such a register. |
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595 | Register of debenture holders: response to request for inspection or copy |
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(1) | Where a company receives a request under section 594 (register of debenture |
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holders: right to inspect and require copy), it must within five working days |
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(a) | comply with the request, or |
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(2) | If it applies to the court it must notify the person making the request. |
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(3) | If on an application under this section the court is satisfied that the inspection |
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or copy is not sought for a proper purpose— |
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(a) | it shall direct the company not to comply with the request, and |
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(b) | it may further order that the company’s costs (in Scotland, expenses) on |
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the application be paid in whole or in part by the person who made the |
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request, even if he is not a party to the application. |
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(4) | If the court makes such a direction and it appears to the court that the company |
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is or may be subject to other requests made for a similar purpose (whether |
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made by the same person or different persons), it may direct that the company |
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is not to comply with any such request. |
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| The order must contain such provision as appears to the court appropriate to |
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identify the requests to which it applies. |
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(5) | If on an application under this section the court does not direct the company |
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not to comply with the request, the company must comply with the request |
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immediately upon the court giving its decision or, as the case may be, the |
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proceedings being discontinued. |
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596 | Register of debenture holders: refusal of inspection or default in providing |
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(1) | If an inspection required under section 594 (register of debenture holders: right |
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to inspect and require copy) is refused or default is made in providing a copy |
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required under that section, otherwise than in accordance with an order of the |
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court, an offence is committed by— |
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(b) | every officer of the company who is in default. |
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(2) | A person guilty of an offence under this section is liable on summary |
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conviction to a fine not exceeding level 3 on the standard scale and, for |
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continued contravention, a daily default fine not exceeding one-tenth of level |
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(3) | In the case of any such refusal or default the court may by order compel an |
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immediate inspection or, as the case may be, direct that the copy required be |
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sent to the person requesting it. |
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597 | Register of debenture holders: offences in connection with request for or |
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disclosure of information |
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(1) | It is an offence for a person knowingly or recklessly to make in a request under |
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section 594 (register of debenture holders: right to inspect or require copy) a |
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statement that is misleading, false or deceptive in a material particular. |
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(2) | It is an offence for a person in possession of information obtained by exercise |
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of either of the rights conferred by that section— |
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(a) | to do anything that results in the information being disclosed to |
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(b) | to fail to do anything with the result that the information is disclosed to |
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| knowing or having reason to suspect that person may use the information for |
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a purpose that is not a proper purpose. |
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(3) | A person guilty of an offence under this section is liable— |
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(a) | on conviction on indictment, to imprisonment for a term not exceeding |
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two years or a fine (or both); |
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(b) | on summary conviction— |
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(i) | in England and Wales, to imprisonment for a term not |
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exceeding twelve months or to a fine not exceeding the |
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statutory maximum (or both); |
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(ii) | in Scotland or Northern Ireland, to imprisonment for a term not |
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exceeding six months, or to a fine not exceeding the statutory |
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