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| | Company Law Reform Bill [Lords]
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| | [Eighteenth and Nineteenth sittingS]
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| | | Question proposed, That the Clause stand part of the Bill. |
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| | | Clauses 643 to 647 Agreed to. |
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| | | Agreed to on division 452 |
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| | Clause 648, page 318, line 13, leave out ‘has been authorised by the Panel and’. |
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| | Clause 648, page 318, line 15, leave out paragraph (a). |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 649 to 652 Agreed to. |
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| | | Negatived on division 525 |
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| | Clause 653, page 321, line 17, after ‘bid’, insert ‘(but not including any person |
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| | making the bid as agent)’. |
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| | Clause 653, page 321, line 39, leave out subsection (6). |
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| | | Clauses 654 to 667 Agreed to. |
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| | Clause 668, page 328, line 26, leave out ‘in value of all the voting shares’ and insert |
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| | ‘of the capital carrying voting rights’. |
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| | Clause 668, page 328, line 34, leave out ‘in value of all the voting shares’ and insert |
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| | ‘of the capital carrying voting rights’. |
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| | | Clauses 669 and 670 Agreed to. |
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| | Clause 671, page 330, line 37, leave out paragraph (a). |
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| | | Clauses 672 to 674 Agreed to. |
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| | Page 333, line 42, leave out Clause 675. |
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| | Page 468, line 1, leave out Schedule 3. |
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| | Clause 530, page 255, line 42, after ‘securities’, insert ‘or warrants, options or |
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| | convertible debt that may confer an entitlement on the holder to acquire securities’. |
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| | Clause 530, page 256, line 6, leave out ‘six’ and insert ‘three’. |
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| | Clause 530, page 256, line 10, leave out ‘it acts’ and insert ‘the directors act’. |
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| | Clause 530, page 256, line 12, leave out ‘it undertakes’ and insert ‘the directors |
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| | Clause 530, page 256, line 16, leave out ‘six’ and insert ‘twelve’. |
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| | Clause 531, page 256, line 26, leave out ‘calculated’ and insert ‘intended’. |
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| | Clause 531, page 256, line 31, leave out subsection (4) and insert— |
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| | | ‘(4) | An offer is not regarded as an offer to the public if— |
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| | | (a) | it is made to fewer than 100 persons, |
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| | | (b) | it is made on terms allowing the person to whom it is made to renounce |
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| | | his rights, which may only be renounced in favour of a person connected |
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| | | with the company or another person to whom the offer is made, and |
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| | | (c) | it cannot properly be regarded, in all circumstances, as being intended to |
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| | | result, directly or indirectly, in securities of the company becoming |
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| | | available to persons other than those receiving the offer or persons not |
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| | | already connected with the company. |
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| | | (4A) | The Secretary of State may by regulations specify other conditions applicable to |
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| | | an offer which, to the extent satisfied, would result in an offer not being deemed |
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| | | to be an offer to the public for the purposes of this section. |
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| | | (4B) | Any such regulations, as set out in subsection (4A), shall be subject to the |
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| | | affirmative resolution procedure.’. |
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| | | Negatived on division 515 |
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| | Clause 531, page 256, line 31, leave out subsection (4) and insert— |
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| | | ‘(4) | A person does not contravene section 530(1) if— |
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| | | (a) | the offer is made to or directed at qualified investors only; |
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| | | (b) | the offer is made to or directed at fewer than 100 persons, other than |
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| | | qualified investors, per EEA State; |
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| | | (c) | the minimum consideration which may be paid by any person for |
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| | | transferable securities acquired by him pursuant to the offer is at least |
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| | | 50,000 euros (or an equivalent amount); |
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| | | (d) | the transferable securities being offered are denominated in amounts of |
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| | | at least 50,000 euros (or equivalent amounts); or |
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| | | (e) | the total consideration for the transferable securities being offered cannot |
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| | | exceed 100,000 euros (or an equivalent amount). |
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| | | (a) | a person who is not a qualified investor (“the client”) has engaged a |
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| | | qualified investor falling within Article 2.1(e)(i) of the prospectus |
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| | | directive to act as his agent, and |
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| | | (b) | the terms on which the qualified investor is engaged enable him to make |
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| | | decisions concerning the acceptance of offers of transferable securities |
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| | | on the client’s behalf without reference to the client, |
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| | | | an offer made to or directed at the qualified investor is not to be regarded for the |
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| | | purposes of subsection (4) as also having been made to or directed at the client. |
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| | | (4B) | For the purposes of subsection (4)(b), the making of an offer of transferable |
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| | | (b) | members of a partnership in their capacity as such, or |
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| | | (c) | two or more persons jointly, |
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| | | | is to be treated as the making of an offer to a single person. |
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| | | (4C) | In determining whether subsection (4)(e) is satisfied in relation to an offer (“offer |
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| | | A”), offer A is to be taken together with any other offer of transferable securities |
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| | | of the same class made by the same person which— |
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| | | (a) | was open at any time within the period of 12 months ending with the date |
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| | | on which offer A is first made; and |
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| | | (b) | had previously satisfied subsection (4)(e). |
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| | | (4D) | For the purposes of this section, an amount (in relation to an amount denominated |
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| | | in euros) is an “equivalent amount” if it is an amount of equal value denominated |
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| | | wholly or partly in another currency or unit of account. |
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| | | (4E) | The equivalent is to be calculated at the latest practicable date before (but in any |
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| | | event not more than 3 working days before) the date on which the offer is first |
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| | Clause 531, page 256, line 31, leave out subsection (4). |
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| | | Negatived on division 348 |
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| | Clause 531, page 256, line 44, after ‘member’, insert ‘, director’. |
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| | Clause 532, page 257, line 20, after ‘creditor’, insert ‘(of more than £5,000)’. |
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| | Clause 533, page 257, line 23, leave out subsection (1). |
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| | Clause 533, page 257, line 37, leave out paragraph (b). |
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| | Clause 533, page 257, line 37, at end insert ‘or |
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| | | ‘(c) | a decision that in the interests of justice no further action be taken’. |
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| | | Clauses 534 to 537 Agreed to. |
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| | Clause 538, page 259, line 24, leave out ‘£50,000’ and insert ‘the sterling |
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| | equivalent of 25,000 euros’. |
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| | Clause 538, page 259, line 24, at end insert ‘, or an equivalent amount in another |
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| | currency calculated by reference to the appropriate exchange rate prevailing on, or on |
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| | such date as the company may select being not more than 28 days preceding— |
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| | | (a) | for the purposes of section 91, the date of the relevant special resolution |
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| | | (b) | for the purposes of section 536 and 537, the date of the application for a |
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| | | certificate under section 536, or |
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| | | (c) | for the purposes of section 139 of the Companies Act 1985 (cl. 6) (public |
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| | | company reducing capital below authorised minimum), the date of the |
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| | | relevant court order under section 138 of that Act (registration of order |
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| | | and minute of reduction)’. |
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| | [Adjourned till Thursday at 9.00 a.m. |
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