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Tuesday 18th July 2006 Standing Committee D New Amendments handed in are marked thus * Company Law Reform Bill [Lords] Note The Amendments have been arranged in accordance with the Order of the Committee [20th June]. Clause 642. Question proposed, That the Clause stand part of the Bill. Margaret Hodge 452 Clause 648, page 318, line 13, leave out ‘has been authorised by the Panel and’. Mr Jonathan Djanogly
526 Clause 648, page 318, line 15, leave out paragraph (a). Mr Jonathan Djanogly
525 Clause 653, page 321, line 17, after ‘bid’, insert ‘(but not including any person making the bid as agent)’. Mr Jonathan Djanogly
527 Clause 653, page 321, line 39, leave out subsection (6). Mr Jonathan Djanogly
462 Clause 668, page 328, line 26, leave out ‘in value of all the voting shares’ and insert ‘of the capital carrying voting rights’. Mr Jonathan Djanogly
463 Clause 668, page 328, line 34, leave out ‘in value of all the voting shares’ and insert ‘of the capital carrying voting rights’. Mr Jonathan Djanogly
464 Clause 671, page 330, line 37, leave out paragraph (a). Margaret Hodge 520 Page 333, line 42, leave out Clause 675. Margaret Hodge 522 Page 468, line 1, leave out Schedule 3. Mr Jonathan Djanogly
503 Clause 530, page 255, line 42, after ‘securities’, insert ‘or warrants, options or convertible debt that may confer an entitlement on the holder to acquire securities’. Mr Jonathan Djanogly
501 Clause 530, page 256, line 6, leave out ‘six’ and insert ‘three’. Mr Jonathan Djanogly
504 Clause 530, page 256, line 10, leave out ‘it acts’ and insert ‘the directors act’. Mr Jonathan Djanogly
505 Clause 530, page 256, line 12, leave out ‘it undertakes’ and insert ‘the directors undertake’. Mr Jonathan Djanogly
502 Clause 530, page 256, line 16, leave out ‘six’ and insert ‘twelve’. Mr Jonathan Djanogly
506 Clause 531, page 256, line 26, leave out ‘calculated’ and insert ‘intended’. Mr Jonathan Djanogly
508 Clause 531, page 256, line 31, leave out subsection (4) and insert— ‘(4) An offer is not regarded as an offer to the public if— (a) it is made to fewer than 100 persons, (b) it is made on terms allowing the person to whom it is made to renounce his rights, which may only be renounced in favour of a person connected with the company or another person to whom the offer is made, and (c) it cannot properly be regarded, in all circumstances, as being intended to result, directly or indirectly, in securities of the company becoming available to persons other than those receiving the offer or persons not already connected with the company. (4A) The Secretary of State may by regulations specify other conditions applicable to an offer which, to the extent satisfied, would result in an offer not being deemed to be an offer to the public for the purposes of this section. (4B) Any such regulations, as set out in subsection (4A), shall be subject to the affirmative resolution procedure.’. Mr Jonathan Djanogly
515 Clause 531, page 256, line 31, leave out subsection (4) and insert— ‘(4) A person does not contravene section 530(1) if— (a) the offer is made to or directed at qualified investors only; (b) the offer is made to or directed at fewer than 100 persons, other than qualified investors, per EEA State; (c) the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 50,000 euros (or an equivalent amount); (d) the transferable securities being offered are denominated in amounts of at least 50,000 euros (or equivalent amounts); or (e) the total consideration for the transferable securities being offered cannot exceed 100,000 euros (or an equivalent amount). (4A) Where— (a) a person who is not a qualified investor (“the client”) has engaged a qualified investor falling within Article 2.1(e)(i) of the prospectus directive to act as his agent, and (b) the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client’s behalf without reference to the client, an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (4) as also having been made to or directed at the client. (4B) For the purposes of subsection (4)(b), the making of an offer of transferable securities to— (a) trustees of a trust, (b) members of a partnership in their capacity as such, or (c) two or more persons jointly, is to be treated as the making of an offer to a single person. (4C) In determining whether subsection (4)(e) is satisfied in relation to an offer (“offer A”), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which— (a) was open at any time within the period of 12 months ending with the date on which offer A is first made; and (b) had previously satisfied subsection (4)(e). (4D) For the purposes of this section, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account. (4E) The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.’. Mr Jonathan Djanogly
507 Clause 531, page 256, line 31, leave out subsection (4). Mr Jonathan Djanogly
348 Clause 531, page 256, line 44, after ‘member’, insert ‘, director’. Mr Jonathan Djanogly
509 Clause 532, page 257, line 20, after ‘creditor’, insert ‘(of more than £5,000)’. Mr Jonathan Djanogly
510 Clause 533, page 257, line 23, leave out subsection (1). Mr Jonathan Djanogly
511 Clause 533, page 257, line 37, leave out paragraph (b). Mr Jonathan Djanogly
512 Clause 533, page 257, line 37, at end insert ‘or ‘(c) a decision that in the interests of justice no further action be taken’. Mr Jonathan Djanogly
513 Clause 538, page 259, line 24, leave out ‘£50,000’ and insert ‘the sterling equivalent of 25,000 euros’. Mr Jonathan Djanogly
514 Clause 538, page 259, line 24, at end insert ‘, or an equivalent amount in another currency calculated by reference to the appropriate exchange rate prevailing on, or on such date as the company may select being not more than 28 days preceding— (a) for the purposes of section 91, the date of the relevant special resolution under section 90, (b) for the purposes of section 536 and 537, the date of the application for a certificate under section 536, or (c) for the purposes of section 139 of the Companies Act 1985 (cl. 6) (public company reducing capital below authorised minimum), the date of the relevant court order under section 138 of that Act (registration of order and minute of reduction)’. Margaret Hodge 517 Page 260, line 6, leave out Clauses 540 to 555. Margaret Hodge 108 Clause 542 , page 261, line 39, leave out ‘alters’ and insert ‘amends’. Mr Jonathan Djanogly
529 Clause 554, page 267, line 3, leave out ‘conditions are’ and insert ‘condition is’. Mr Jonathan Djanogly
530 Clause 554, page 267, line 8, leave out ‘conditions are’ and insert ‘condition is that’. Mr Jonathan Djanogly
528 Clause 554, page 267, line 10, leave out paragraph (b). Mr Jonathan Djanogly
532 Clause 554, page 267, line 12, at end insert ‘or (iii) the amount or rate approved by members,’. Mr Jonathan Djanogly
531 Clause 554, page 267, line 13, leave out ‘less’ and insert ‘least’. Margaret Hodge 518 Page 268, line 4, leave out Clauses 556 to 592. Mr Jonathan Djanogly
465 Clause 558, page 268, line 37, after ‘capital’, insert ‘or convert shares into shares of a different class provided this does not constitute any variation of rights attached to the shares so converted.’. Mr Jonathan Djanogly
466 Clause 558, page 269, line 27, at end add— ‘(6) Any conversion of rights pursuant to subsection (3)(a) shall not constitute a variation of the rights attached to the shares in question and rights attached to such shares will only be varied in accordance with sections 125 and 125A of the Companies Act 1985 (c. 6).’. Mr Jonathan Djanogly
467 Clause 560, page 270, line 14, after ‘up’, insert ‘or treated as paid up’. Mr Jonathan Djanogly
468 Clause 564, page 272, line 12, at end insert ‘and any other restrictions, whether more or less onerous than the restrictions set out in this section, on the variation of rights.’. Margaret Hodge 109 Clause 564 , page 272, line 20, leave out ‘alteration’ and insert ‘amendment’. Mr Jonathan Djanogly
469 Clause 564, page 272, line 27, at end add— ‘(7) Nothing in this section affects a company’s power to vary the rights attaching to shares under section 125(2) of the Companies Act 1985 (c. 6) where the company has already obtained the requisite consent under section 125(2)(a) or convened the general meeting under section 125(2)(b).’. Mr Jonathan Djanogly
470 Clause 565, page 272, line 38, at end insert ‘and to any other restrictions, whether more or less onerous than the restriction specified in this section, on the variation of the rights.’. Margaret Hodge 110 Clause 565 , page 273, line 3, leave out ‘alteration’ and insert ‘amendment’. Mr Quentin Davies 357 Clause 570, page 275, line 22, leave out ‘private’. Mr Quentin Davies 358 Clause 571, page 276, line 8, leave out ‘private’. Mr Jonathan Djanogly
349 Clause 574, page 279, line 30, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
354 Clause 574, page 279, line 31, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’. Mr Jonathan Djanogly
350 Clause 574, page 279, line 35, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
355 Clause 574, page 279, line 39, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’. Mr Jonathan Djanogly
471 Clause 574, page 280, leave out lines 6 to 15. Mr Jonathan Djanogly
472 Clause 574, page 280, line 11, leave out ‘twelve’ and insert ‘six’. Mr Jonathan Djanogly
351 Clause 574, page 280, line 18, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
352 Clause 574, page 280, line 24, after ‘person’, insert ‘(other than the company itself)’. Mr Jonathan Djanogly
324 Clause 574, page 280, line 44, at end insert— ‘(6) It is not unlawful, by reason only of any rule of law relating to maintenance of capital, for a private company to give financial assistance directly or indirectly for the purpose of an acquisition of shares in its capital or in the capital of its holding company or to give any such financial assistance of the kind referred to in subsection (2) of section 151 where the acquisition in question is an acquisition of shares in the company or its holding company, provided that either— (a) the company has net assets which are not thereby reduced and which are not less than the aggregate of its paid up share capital, share premium account and capital redemption reserve (if any), or (b) to the extent that the net assets of the company are thereby reduced the assistance is either provided out of distributable profits or is authorised as a reduction of capital in accordance with sections 135 to 139. (7) In this section “net assets” has the meaning ascribed by section 154(2).’. Mr Jonathan Djanogly
325 Clause 575, page 281, line 23, at end insert— ‘(3A) In subsection (3), after paragraph (g) insert— “(h) the payment of a commission which is permitted by the Companies Acts, (i) indemnities given in connection with any issue of shares (whether in respect of defaults by the company itself or in respect of defaults by third parties and including indemnities in respect of losses arising in connection with activities carried out as a broker, underwriter, placing agent, adviser or sponsor to an issue), (j) representations or warranties given by a company in connection with any issue of shares in its capital, (k) the payment of any fees or other costs, charges or expenses by a company in connection with an issue of shares in its capital.”.’. Margaret Hodge 111 Clause 576, page 282, line 8, leave out ‘alters’ and insert ‘amends’. Mr Jonathan Djanogly
431 Clause 577, page 283, leave out lines 25 and 26. Mr Jonathan Djanogly
432 Clause 577, page 283, line 26, at end insert— ‘(3) Where a limited company purchases its own shares, the shares may be paid for in cash or non-cash consideration.’. Mr Jonathan Djanogly
461 Clause 580, page 286, line 15, leave out ‘private’. Mr Jonathan Djanogly
473 Clause 584, page 289, line 17, at end add— ‘( ) Leave out subsection 185(5) of that Act (failure to prepare share certificates, etc.) and insert— “(5) If default is made in complying with subsection (1), an offence is committed by every officer of the company who is in default. (5A) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale, and, on continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”.’. Mr Jonathan Djanogly
455 Clause 586, page 291, line 26, at end add— ‘(8) Where a company proposes to redenominate its share capital or any class of its share capital into another currency pursuant to this section it may by the same resolution convert any share premium account, capital redemption reserve or redenomination reserve into the same currency at the same time and at the same rate of exchange.’. Mr Jonathan Djanogly
475 Clause 590, page 292, line 42, after ‘passed’, insert ‘on the same day as or’. Mr Jonathan Djanogly
476 Clause 590, page 292, line 42, leave out ‘resolution effecting the’. Mr Jonathan Djanogly
477 Clause 590, page 292, line 43, after ‘redenomination’, insert ‘taking effect’. Mr Jonathan Djanogly
474 Clause 590, page 293, line 2, leave out ‘10%’ and insert ‘25%’. Mr Jonathan Djanogly
533 * Clause 591, page 293, line 33, at end insert— ‘(4A) The company must also deliver to the registrar, within 15 days after the resolution is passed, a statement by the directors confirming that the reduction in share capital is in accordance with section 590(4) (reduction of capital not to exceed 10 per cent. of nominal value of allotted shares immediately after reduction).’. Margaret Hodge 519 Page 294, line 12, leave out Clauses 593 to 599. Margaret Hodge 521 Page 297, line 25, leave out Clauses 600 to 603. Margaret Hodge 523 Page 338, line 10, leave out Clauses 681 to 693. |
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| © Parliamentary copyright 2006 | Prepared: 18 July 2006 |