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| |
| |
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| | (d) | whether the information will be disclosed to any other person, and if so— |
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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 an |
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| | 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 debenture |
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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 duplicate— |
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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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| |
| | Register of debenture holders: response to request for inspection or copy |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | Where a company receives a request under section (Register of debenture |
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| | holders: right to inspect and require copy) (register of debenture holders: right to |
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| | inspect and require copy), it must within five working days either— |
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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 or |
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| | 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 is |
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| | or may be subject to other requests made for a similar purpose (whether made by |
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| | the same person or different persons), it may direct that the company is not to |
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| | 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 not |
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| | to comply with the request, the company must comply with the request |
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| |
| |
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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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| |
| | Register of debenture holders: refusal of inspection or default in providing copy |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | If an inspection required under section (Register of debenture holders: right to |
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| | inspect and require copy) (register of debenture holders: right to inspect and |
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| | require copy) is refused or default is made in providing a copy required under that |
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| | section, otherwise than in accordance with an order of the court, an offence is |
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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 conviction |
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| | to a fine not exceeding level 3 on the standard scale and, for continued |
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| | contravention, a daily default fine not exceeding one-tenth of level 3 on the |
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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 sent |
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| | to the person requesting it.’. |
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| |
| | Register of debenture holders: offences in connection with request for or disclosure of |
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| | |
| |
| | |
| To move the following Clause:— |
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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 (Register of debenture holders: right to inspect and require copy) |
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| | (register of debenture holders: right to inspect and require copy) a statement that |
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| | 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 of |
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| | either of the rights conferred by that section— |
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| | (a) | to do anything that results in the information being disclosed to another |
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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 a |
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| | 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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|
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| |
| |
|
| | (b) | on summary conviction— |
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| | (i) | in England and Wales, to imprisonment for a term not exceeding |
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| | twelve months or to a fine not exceeding the statutory maximum |
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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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| | |
| |
| | Time limit for claims arising from entry in register |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Liability incurred by a company— |
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| | (a) | from the making or deletion of an entry in the register of debenture |
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| | |
| | (b) | from a failure to make or delete any such entry, |
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| | | is not enforceable more than ten years after the date on which the entry was made |
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| | or deleted or, as the case may be, the failure first occurred. |
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| | (2) | This is without prejudice to any lesser period of limitation (and, in Scotland, to |
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| | any rule that the obligation giving rise to the liability prescribes before the expiry |
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| | |
| |
| | Right of debenture holder to copy of deed |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | Any holder of debentures of a company is entitled, on request and on payment of |
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| | such fee as may be prescribed, to be provided with a copy of any trust deed for |
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| | |
| | (2) | If default is made in complying with this section, an offence is committed by |
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| | every officer of the company who is in default. |
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| | (3) | A person guilty of an offence under this section is liable on summary conviction |
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| | to a fine not exceeding level 3 on the standard scale and, for continued |
|
| | contravention, a daily default fine not exceeding one-tenth of level 3 on the |
|
| | |
| | (4) | In the case of any such default the court may direct that the copy required be sent |
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| | to the person requiring it.’. |
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| |
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| |
| |
|
| | Liability of trustees of debentures |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Any provision contained in— |
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| | (a) | a trust deed for securing an issue of debentures, or |
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| | (b) | any contract with the holders of debentures secured by a trust deed, |
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| | | is void in so far as it would have the effect of exempting a trustee of the deed from, |
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| | or indemnifying him against, liability for breach of trust where he fails to show |
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| | the degree of care and diligence required of him as trustee, having regard to the |
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| | provisions of the trust deed conferring on him any powers, authorities or |
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| | |
| | (2) | Subsection (1) does not invalidate— |
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| | (a) | a release otherwise validly given in respect of anything done or omitted |
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| | to be done by a trustee before the giving of the release; |
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| | (b) | any provision enabling such a release to be given— |
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| | (i) | on being agreed to by a majority of not less than 75% in value of |
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| | the debenture holders present and voting in person or, where |
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| | proxies are permitted, by proxy at a meeting summoned for the |
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| | |
| | (ii) | either with respect to specific acts or omissions or on the trustee |
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| | |
| | (3) | This section is subject to section (Liability of trustees of debentures: saving for |
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| | certain older provisions) (saving for certain older provisions).’. |
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| |
| | Liability of trustees of debentures: saving for certain older provisions |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Section (Liability of trustees of debentures) (liability of trustees of debentures) |
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| | |
| | (a) | to invalidate any provision in force on the relevant date so long as any |
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| | |
| | (i) | then entitled to the benefit of the provision, or |
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| | (ii) | afterwards given the benefit of the provision under subsection |
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| | |
| | | remains a trustee of the deed in question, or |
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| | (b) | to deprive any person of any exemption or right to be indemnified in |
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| | respect of anything done or omitted to be done by him while any such |
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| | |
| | (2) | The relevant date for this purpose is— |
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| | (a) | 1st July 1948 in a case where section 192 of the Companies Act 1985 |
|
| | (c. 6) applied immediately before the commencement of this section; |
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| | (b) | 1st July 1961 in a case where Article 201 of the Companies (Northern |
|
| | Ireland) Order 1986 then applied. |
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|
|
| |
| |
|
| | (3) | While any trustee of a trust deed remains entitled to the benefit of a provision |
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| | saved by subsection (1) above the benefit of that provision may be given either— |
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| | (a) | to all trustees of the deed, present and future, or |
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| | (b) | to any named trustees or proposed trustees of it, |
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| | | by a resolution passed by a majority of not less than 75% in value of the debenture |
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| | holders present in person or, where proxies are permitted, by proxy at a meeting |
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| | summoned for the purpose. |
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| | (4) | A meeting for that purpose must be summoned in accordance with the provisions |
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| | of the deed or, if the deed makes no provision for summoning meetings, in a |
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| | manner approved by the court.’. |
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| |
| | Power to re-issue redeemed debentures |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Where a company has redeemed debentures previously issued, then unless— |
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| | (a) | provision to the contrary (express or implied) is contained in the |
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| | company’s articles or in any contract made by the company, or |
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| | (b) | the company has, by passing a resolution to that effect or by some other |
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| | act, manifested its intention that the debentures shall be cancelled, |
|
| | | the company may re-issue the debentures, either by re-issuing the same |
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| | debentures or by issuing new debentures in their place. |
|
| | | This subsection is deemed always to have had effect. |
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| | (2) | On a re-issue of redeemed debentures the person entitled to the debentures has |
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| | (and is deemed always to have had) the same priorities as if the debentures had |
|
| | |
| | (3) | The re-issue of a debenture or the issue of another debenture in its place under this |
|
| | section is treated as the issue of a new debenture for the purposes of stamp duty. |
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| | | It is not so treated for the purposes of any provision limiting the amount or |
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| | number of debentures to be issued. |
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| | (4) | A person lending money on the security of a debenture re-issued under this |
|
| | section which appears to be duly stamped may give the debenture in evidence in |
|
| | any proceedings for enforcing his security without payment of the stamp duty or |
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| | any penalty in respect of it, unless he had notice (or, but for his negligence, might |
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| | have discovered) that the debenture was not duly stamped. |
|
| | | In that case the company is liable to pay the proper stamp duty and penalty.’. |
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| |
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| |
| |
|
| | Deposit of debentures to secure advances |
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| |
| | |
| To move the following Clause:— |
|
| | ‘Where a company has deposited any of its debentures to secure advances from |
|
| | time to time on current account or otherwise, the debentures are not treated as |
|
| | redeemed by reason only of the company’s account having ceased to be in debit |
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| | while the debentures remained so deposited.’. |
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| |
| | Priorities where debentures secured by floating charge |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | This section applies where debentures of a company registered in England and |
|
| | Wales or Northern Ireland are secured by a charge that, as created, was a floating |
|
| | |
| | (2) | If possession is taken by or on behalf of the holders of the debentures of any |
|
| | property comprised in or subject to the charge, and the company is not at that time |
|
| | in the course of being wound up, the company’s preferential debts shall be paid |
|
| | out of assets coming to the hands of the persons taking possession in priority to |
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| | any claims for principal or interest in respect of the debentures. |
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| | (3) | “Preferential debts” means the categories of debts listed in Schedule 6 to the |
|
| | Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) |
|
| | Order 1989 (S.I. 1989/2405 (N.I. 19)). |
|
| | | For the purposes of that Schedule “the relevant date” is the date of possession |
|
| | being taken as mentioned in subsection (2). |
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| | (4) | Payments under this section shall be recouped, as far as may be, out of the assets |
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| | of the company available for payment of general creditors.’. |
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| |
| | Share certificate to be evidence of title |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | In the case of a company registered in England and Wales or Northern Ireland, a |
|
| | certificate under the common seal of the company specifying any shares held by |
|
| | a member is prima facie evidence of his title to the shares. |
|
| | (2) | In the case of a company registered in Scotland— |
|
| | (a) | a certificate under the common seal of the company specifying any shares |
|
| | |
|
|
| |
| |
|
| | (b) | a certificate specifying any shares held by a member and subscribed by |
|
| | the company in accordance with the Requirements of Writing (Scotland) |
|
| | |
| | | is sufficient evidence, unless the contrary is shown, of his title to the shares.’. |
|
| |
| | Duty of company as to issue of certificates etc on allotment |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | A company must, within two months after the allotment of any of its shares, |
|
| | debentures or debenture stock, complete and have ready for delivery— |
|
| | (a) | the certificates of the shares allotted, |
|
| | (b) | the debentures allotted, or |
|
| | (c) | the certificates of the debenture stock allotted. |
|
| | (2) | Subsection (1) does not apply— |
|
| | (a) | if the conditions of issue of the shares, debentures or debenture stock |
|
| | |
| | (b) | in the case of allotment to a financial institution (see section (Issue of |
|
| | certificates etc: allotment or transfer to financial institution)), or |
|
| | (c) | in the case of an allotment of shares if, following the allotment, the |
|
| | company has issued a share warrant in respect of the shares (see section |
|
| | (Issue and effect of share warrant to bearer)). |
|
| | (3) | If default is made in complying with subsection (1) an offence is committed by |
|
| | every officer of the company who is in default. |
|
| | (4) | A person guilty of an offence under subsection (2) is liable on summary |
|
| | conviction to a fine not exceeding level 3 on the standard scale and, for continued |
|
| | contravention, a daily default fine not exceeding one-tenth of level 3 on the |
|
| | |
| |
| | |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | A company may not register a transfer of shares in or debentures of the company |
|
| | |
| | (a) | a proper instrument of transfer has been delivered to it, or |
|
| | |
| | (i) | is an exempt transfer within the Stock Transfer Act 1982 (c. 41), |
|
| | |
|