|
| |
|
| Translate that amount into the new currency at the rate of exchange specified |
| |
| |
| |
| Divide that amount by the number of shares in the class. |
| |
638 | Effect of redenomination |
| 5 |
(1) | The redenomination of shares does not affect any rights or obligations of |
| |
members under the company’s constitution, or any restrictions affecting |
| |
members under the company’s constitution. |
| |
| In particular, it does not affect entitlement to dividends (including entitlement |
| |
to dividends in a particular currency), voting rights or any liability in respect |
| 10 |
of amounts unpaid on shares. |
| |
(2) | For this purpose the company’s constitution includes the terms on which any |
| |
shares of the company are allotted or held. |
| |
(3) | Subject to subsection (1), references to the old nominal value of the shares in |
| |
any agreement or statement, or in any deed, instrument or document, shall |
| 15 |
(unless the context otherwise requires) be read after the resolution takes effect |
| |
as references to the new nominal value of the shares. |
| |
639 | Notice to registrar of redenomination |
| |
(1) | If a limited company having a share capital redenominates any of its share |
| |
capital, it must within one month after doing so give notice to the registrar, |
| 20 |
specifying the shares redenominated. |
| |
| |
(a) | state the date on which the resolution was passed, and |
| |
(b) | be accompanied by a statement of capital. |
| |
(3) | The statement of capital must state with respect to the company’s share capital |
| 25 |
as redenominated by the resolution— |
| |
(a) | the total number of shares of the company, |
| |
(b) | the aggregate nominal value of those shares, |
| |
(c) | for each class of shares— |
| |
(i) | prescribed particulars of the rights attached to the shares, |
| 30 |
(ii) | the total number of shares of that class, and |
| |
(iii) | the aggregate nominal value of shares of that class, and |
| |
(d) | the amount paid up and the amount (if any) unpaid on each share |
| |
(whether on account of the nominal value of the share or by way of |
| |
| 35 |
(4) | If default is made in complying with this section, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(5) | 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, for |
| 40 |
continued contravention, a daily default fine not exceeding one-tenth of level |
| |
| |
|
| |
|
| |
|
640 | Reduction of capital in connection with redenomination |
| |
(1) | A limited company that passes a resolution redenominating some or all of its |
| |
shares may, for the purpose of adjusting the nominal values of the |
| |
redenominated shares to obtain values that are, in the opinion of the company, |
| |
more suitable, reduce its share capital under this section. |
| 5 |
(2) | A reduction of capital under this section requires a special resolution of the |
| |
| |
(3) | Any such resolution must be passed within three months of the resolution |
| |
effecting the redenomination. |
| |
(4) | The amount by which a company’s share capital is reduced under this section |
| 10 |
must not exceed 10% of the nominal value of the company’s allotted share |
| |
capital immediately after the reduction. |
| |
(5) | A reduction of capital under this section does not extinguish or reduce any |
| |
liability in respect of share capital not paid up. |
| |
(6) | Nothing in Chapter 10 of this Part applies to a reduction of capital under this |
| 15 |
| |
641 | Notice to registrar of reduction of capital in connection with redenomination |
| |
(1) | A company that passes a resolution under section 640 (reduction of capital in |
| |
connection with redenomination) must within 15 days after the resolution is |
| |
passed give notice to the registrar stating— |
| 20 |
(a) | the date of the resolution, and |
| |
(b) | the date of the resolution under section 636 in connection with which it |
| |
| |
| This is in addition to the copies of the resolutions themselves that are required |
| |
to be delivered to the registrar under Chapter 3 of Part 3. |
| 25 |
(2) | The notice must be accompanied by a statement of capital. |
| |
(3) | The statement of capital must state with respect to the company’s share capital |
| |
as reduced by the resolution— |
| |
(a) | the total number of shares of the company, |
| |
(b) | the aggregate nominal value of those shares, |
| 30 |
(c) | for each class of shares— |
| |
(i) | prescribed particulars of the rights attached to the shares, |
| |
(ii) | the total number of shares of that class, and |
| |
(iii) | the aggregate nominal value of shares of that class, and |
| |
(d) | the amount paid up and the amount (if any) unpaid on each share |
| 35 |
(whether on account of the nominal value of the share or by way of |
| |
| |
(4) | The registrar must register the notice and the statement on receipt. |
| |
(5) | The reduction of capital is not effective until those documents are registered. |
| |
(6) | The company must also deliver to the registrar, within 15 days after the |
| 40 |
resolution is passed, a statement by the directors confirming that the reduction |
| |
in share capital is in accordance with section 640(4) (reduction of capital not to |
| |
exceed 10% of nominal value of allotted shares immediately after reduction). |
| |
|
| |
|
| |
|
(7) | If default is made in complying with this section, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(8) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment to a fine, and |
| 5 |
(b) | on summary conviction to a fine not exceeding the statutory maximum. |
| |
642 | Redenomination reserve |
| |
(1) | The amount by which a company’s share capital is reduced under section 640 |
| |
(reduction of capital in connection with redenomination) must be transferred |
| |
to a reserve, called “the redenomination reserve”. |
| 10 |
(2) | The redenomination reserve may be applied by the company in paying up |
| |
shares to be allotted to members as fully paid bonus shares. |
| |
(3) | Subject to that, the provisions of the Companies Acts relating to the reduction |
| |
of a company’s share capital apply as if the redenomination reserve were paid- |
| |
up share capital of the company. |
| 15 |
| |
Classes of share and class rights |
| |
| |
| |
(1) | For the purpose of this Chapter shares are of one class if the rights attached to |
| 20 |
them are in all respects uniform. |
| |
(2) | For this purpose the rights attached to shares are not regarded as different from |
| |
those attached to other shares by reason only that they do not carry the same |
| |
rights to dividends in the twelve months immediately following their |
| |
| 25 |
Variation of class rights |
| |
644 | Variation of class rights: companies having a share capital |
| |
(1) | This section is concerned with the variation of the rights attached to a class of |
| |
shares in a company having a share capital. |
| |
(2) | Rights attached to a class of a company’s shares may be varied if, and only if, |
| 30 |
the holders of shares of that class consent to the variation in accordance with |
| |
| |
(3) | This is without prejudice to any other restrictions on the variation of the rights. |
| |
(4) | The consent required for the purposes of this section on the part of the holders |
| |
of a class of a company’s shares is— |
| 35 |
(a) | consent in writing from the holders of at least three-quarters in nominal |
| |
value of the issued shares of that class (excluding any shares held as |
| |
| |
|
| |
|
| |
|
(b) | a special resolution passed at a separate general meeting of the holders |
| |
of that class sanctioning the variation. |
| |
(5) | Any amendment of a provision contained in a company’s articles for the |
| |
variation of the rights attached to a class of shares, or the insertion of any such |
| |
provision into the articles, is itself to be treated as a variation of those rights. |
| 5 |
(6) | In this section, and (except where the context otherwise requires) in any |
| |
provision in a company’s articles for the variation of the rights attached to a |
| |
class of shares, references to the variation of those rights include references to |
| |
| |
645 | Variation of class rights: companies without a share capital |
| 10 |
(1) | This section is concerned with the variation of the rights of a class of members |
| |
of a company where the company does not have a share capital. |
| |
(2) | Rights of a class of members may be varied if, and only if, the members of that |
| |
class consent to the variation in accordance with this section. |
| |
(3) | This is without prejudice to any other restrictions on the variation of the rights. |
| 15 |
(4) | The consent required for the purposes of this section on the part of the |
| |
| |
(a) | consent in writing from at least three-quarters of the members of the |
| |
| |
(b) | a special resolution passed at a separate general meeting of the |
| 20 |
members of that class sanctioning the variation. |
| |
(5) | Any amendment of a provision contained in a company’s articles for the |
| |
variation of the rights of a class of members, or the insertion of any such |
| |
provision into the articles, is itself to be treated as a variation of those rights. |
| |
(6) | In this section, and (except where the context otherwise requires) in any |
| 25 |
provision in a company’s articles for the variation of the rights of a class of |
| |
members, references to the variation of those rights include references to their |
| |
| |
646 | Variation of class rights: saving for court’s powers under other provisions |
| |
Nothing in section 644 or 645 (variation of class rights) affects the power of the |
| 30 |
| |
section 98 (application to cancel resolution for public company to be re- |
| |
| |
Part 27 (arrangements and reconstructions), or |
| |
Part 30 (protection of members against unfair prejudice). |
| 35 |
647 | Right to object to variation: companies having a share capital |
| |
(1) | This section applies where the rights attached to any class of shares in a |
| |
company are varied under section 644 (variation of class rights: companies |
| |
| |
(2) | The holders of not less in the aggregate than 15% of the issued shares of the |
| 40 |
class in question (being persons who did not consent to or vote in favour of the |
| |
|
| |
|
| |
|
resolution for the variation) may apply to the court to have the variation |
| |
| |
| For this purpose any of the company’s share capital held as treasury shares is |
| |
| |
(3) | If such an application is made, the variation has no effect unless and until it is |
| 5 |
| |
(4) | Application to the court— |
| |
(a) | must be made within 21 days after the date on which the consent was |
| |
given or the resolution was passed (as the case may be), and |
| |
(b) | may be made on behalf of the shareholders entitled to make the |
| 10 |
application by such one or more of their number as they may appoint |
| |
in writing for the purpose. |
| |
(5) | The court, after hearing the applicant and any other persons who apply to the |
| |
court to be heard and appear to the court to be interested in the application, |
| |
may, if satisfied having regard to all the circumstances of the case that the |
| 15 |
variation would unfairly prejudice the shareholders of the class represented by |
| |
the applicant, disallow the variation, and shall if not satisfied confirm it. |
| |
| The decision of the court on any such application is final. |
| |
(6) | References in this section to the variation of the rights of holders of a class of |
| |
shares include references to their abrogation. |
| 20 |
648 | Right to object to variation: companies without a share capital |
| |
(1) | This section applies where the rights of any class of members of a company are |
| |
varied under section 645 (variation of class rights: companies without a share |
| |
| |
(2) | Members amounting to not less than 15% of the members of the class in |
| 25 |
question (being persons who did not consent to or vote in favour of the |
| |
resolution for the variation) may apply to the court to have the variation |
| |
| |
(3) | If such an application is made, the variation has no effect unless and until it is |
| |
| 30 |
(4) | Application to the court must be made within 21 days after the date on which |
| |
the consent was given or the resolution was passed (as the case may be) and |
| |
may be made on behalf of the members entitled to make the application by |
| |
such one or more of their number as they may appoint in writing for the |
| |
| 35 |
(5) | The court, after hearing the applicant and any other persons who apply to the |
| |
court to be heard and appear to the court to be interested in the application, |
| |
may, if satisfied having regard to all the circumstances of the case that the |
| |
variation would unfairly prejudice the members of the class represented by the |
| |
applicant, disallow the variation, and shall if not satisfied confirm it. |
| 40 |
| The decision of the court on any such application is final. |
| |
(6) | References in this section to the variation of the rights of a class of members |
| |
include references to their abrogation. |
| |
|
| |
|