|
| |
| |
(b) | was sent less than twelve months after any previous request made to |
| |
him in respect of the same or a similar class of documents or |
| |
| |
(6) | For the purposes of this paragraph— |
| |
(a) | the relevant holders of debt securities are the holders of debt |
| 5 |
securities of the company ranking pari passu for all purposes with |
| |
the intended recipient, and |
| |
(b) | a resolution of the relevant holders of debt securities is duly passed |
| |
if they agree in accordance with the provisions of the instruments |
| |
creating the debt securities. |
| 10 |
(7) | In this Part of this Schedule, “debt securities” means bonds or other forms of |
| |
transferable securitised debts, with the exception of securities— |
| |
(a) | that are equivalent to shares in companies, or |
| |
(b) | that if converted, or if the rights conferred by them are exercised, |
| |
give rise to a right to acquire shares or securities equivalent to shares. |
| 15 |
Use of website to communicate with other debenture holders |
| |
13 (1) | A document or information may only be sent or supplied by the company to |
| |
a person as a holder of debentures of the company (other than debt |
| |
securities) by being made available on a website if the person— |
| |
(a) | has agreed (generally or specifically) that the document or |
| 20 |
information may be sent or supplied to him in that manner, or |
| |
(b) | is taken to have so agreed under this paragraph, |
| |
| and has not revoked that agreement. |
| |
| |
(a) | the relevant debenture holders have duly resolved that the company |
| 25 |
may send or supply documents or information to them by making |
| |
them available on a website, or |
| |
(b) | the instrument creating the debenture in question contains provision |
| |
| |
| a debenture holder in relation to whom the following conditions are met is |
| 30 |
taken to have agreed that documents or information may be sent or supplied |
| |
to him by the company in that manner. |
| |
(3) | The conditions are that— |
| |
(a) | the debenture holder has been asked individually by the company to |
| |
agree that the company may send or supply documents or |
| 35 |
information generally, or the documents or information in question, |
| |
to him by means of a website, and |
| |
(b) | the company has not received a response within the period of 28 |
| |
days beginning with the date on which the company’s request was |
| |
| 40 |
(4) | A person is not taken to have so agreed if the company’s request— |
| |
(a) | did not state clearly what the effect of a failure to respond would be, |
| |
| |
(b) | was sent less than twelve months after a previous request made to |
| |
him for the purposes of this paragraph in respect of the same or a |
| 45 |
similar class of documents or information. |
| |
(5) | For the purposes of this paragraph— |
| |
| |
| |
|
| |
| |
(a) | the relevant debenture holders are the holders of debentures of the |
| |
company (other than debt securities) ranking pari passu for all |
| |
purposes with the intended recipient, and |
| |
(b) | a resolution of the relevant debenture holders is duly passed if they |
| |
agree in accordance with the provisions of the instruments creating |
| 5 |
| |
Use of website to communicate with other persons |
| |
14 | A document or information may only be sent or supplied by a traded |
| |
company to a person who is not— |
| |
(a) | a member of the company or an entitled person, or |
| 10 |
(b) | a holder of debentures of the company, |
| |
| by being made available on a website if the person has agreed (generally or |
| |
specifically) that the document or information may be sent or supplied to |
| |
him in that manner (and has not revoked that agreement). |
| |
Availability of document or information |
| 15 |
15 (1) | A document or information authorised or required to be sent or supplied by |
| |
means of a website must be made available in a form, and by a means, that |
| |
the company reasonably considers will enable the recipient— |
| |
| |
(b) | to retain a copy of it. |
| 20 |
(2) | For this purpose a document or information can be read only if— |
| |
(a) | it can be read with the naked eye, or |
| |
(b) | to the extent that it consists of images (for example photographs, |
| |
pictures, maps, plans or drawings), it can be seen with the naked eye. |
| |
Notification of availability |
| 25 |
16 (1) | The traded company must notify the intended recipient of— |
| |
(a) | the presence of the document or information on the website, |
| |
(b) | the address of the website, |
| |
(c) | the place on the website where it may be accessed, and |
| |
(d) | how to access the document or information. |
| 30 |
(2) | The document or information is taken to be sent— |
| |
(a) | on the date on which the notification required by this paragraph is |
| |
| |
(b) | if later, the date on which the document or information first appears |
| |
on the website after that notification is sent. |
| 35 |
Period of availability on website |
| |
17 (1) | The traded company must make the document or information available on |
| |
| |
(a) | the period specified by any applicable provision of the Companies |
| |
| 40 |
(b) | if no such period is specified, the period of 28 days beginning with |
| |
the date on which the notification required under paragraph 16 is |
| |
sent to the person in question. |
| |
| |
| |
|
| |
| |
(2) | For the purposes of this paragraph, a failure to make a document or |
| |
information available on a website throughout the period mentioned in sub- |
| |
paragraph (1) shall be disregarded if— |
| |
(a) | it is made available on the website for part of that period, and |
| |
(b) | the failure to make it available throughout that period is wholly |
| 5 |
attributable to circumstances that it would not be reasonable to have |
| |
expected the company to prevent or avoid. |
| |
| |
Other agreed forms of communication |
| |
18 (1) | A document or information that is sent or supplied otherwise than in hard |
| 10 |
copy or electronic form or by means of a website is validly sent or supplied |
| |
if it is sent or supplied in a form or manner that has been agreed by the |
| |
| |
(2) | This paragraph has effect subject to any requirements or contrary provision |
| |
| 15 |
| |
| |
Joint holders of shares or debentures |
| |
19 (1) | This paragraph applies in relation to documents or information to be sent or |
| |
supplied to joint holders of shares or debentures of a company. |
| 20 |
(2) | Anything to be agreed or specified by the holder must be agreed or specified |
| |
by all the joint holders. |
| |
(3) | Anything authorised or required to be sent or supplied to the holder may be |
| |
| |
(a) | to each of the joint holders, or |
| 25 |
(b) | to the holder whose name appears first in the register of members or |
| |
the relevant register of debenture holders. |
| |
(4) | This paragraph has effect subject to anything in the company’s articles. |
| |
Death or bankruptcy of holder of shares |
| |
20 (1) | This paragraph has effect in the case of the death or bankruptcy of a holder |
| 30 |
of a traded company’s shares. |
| |
(2) | Documents or information required or authorised to be sent or supplied to |
| |
the member may be sent or supplied to the persons claiming to be entitled |
| |
to the shares in consequence of the death or bankruptcy— |
| |
| 35 |
(b) | by the title of representatives of the deceased, or trustee of the |
| |
bankrupt, or by any like description, |
| |
| at the address in the United Kingdom supplied for the purpose by those so |
| |
| |
| |
| |
|
| |
| |
(3) | Until such an address has been so supplied, a document or information may |
| |
be sent or supplied in any manner in which it might have been sent or |
| |
supplied if the death or bankruptcy had not occurred. |
| |
(4) | This paragraph has effect subject to anything in the company’s articles. |
| |
(5) | References in this paragraph to the bankruptcy of a person include— |
| 5 |
(a) | the sequestration of the estate of a person; |
| |
(b) | a person’s estate being the subject of a protected trust deed (within |
| |
the meaning of the Bankruptcy (Scotland) Act 1985 (c. 66)). |
| |
| In such a case the reference in sub-paragraph (2)(b) to the trustee of the |
| |
bankrupt is to be read as the permanent or interim trustee (within the |
| 10 |
meaning of that Act) on the sequestrated estate or, as the case may be, the |
| |
trustee under the protected deed. |
| |
| |
| |
Meaning of “subsidiary” etc: supplementary provisions |
| |
| 15 |
1 | The provisions of this Part of this Schedule explain expressions used in |
| |
section 1124 (meaning of “subsidiary” etc) and otherwise supplement that |
| |
| |
Voting rights in a company |
| |
2 | In section 1124(1)(a) and (c) the references to the voting rights in a company |
| 20 |
are to the rights conferred on shareholders in respect of their shares or, in the |
| |
case of a company not having a share capital, on members, to vote at general |
| |
meetings of the company on all, or substantially all, matters. |
| |
Right to appoint or remove a majority of the directors |
| |
3 (1) | In section 1124(1)(b) the reference to the right to appoint or remove a |
| 25 |
majority of the board of directors is to the right to appoint or remove |
| |
directors holding a majority of the voting rights at meetings of the board on |
| |
all, or substantially all, matters. |
| |
(2) | A company shall be treated as having the right to appoint to a directorship |
| |
| 30 |
(a) | a person’s appointment to it follows necessarily from his |
| |
appointment as director of the company, or |
| |
(b) | the directorship is held by the company itself. |
| |
(3) | A right to appoint or remove which is exercisable only with the consent or |
| |
concurrence of another person shall be left out of account unless no other |
| 35 |
person has a right to appoint or, as the case may be, remove in relation to that |
| |
| |
Rights exercisable only in certain circumstances or temporarily incapable of exercise |
| |
4 (1) | Rights which are exercisable only in certain circumstances shall be taken into |
| |
| 40 |
| |
| |
|
| |
| |
(a) | when the circumstances have arisen, and for so long as they continue |
| |
| |
(b) | when the circumstances are within the control of the person having |
| |
| |
(2) | Rights which are normally exercisable but are temporarily incapable of |
| 5 |
exercise shall continue to be taken into account. |
| |
Rights held by one person on behalf of another |
| |
5 | Rights held by a person in a fiduciary capacity shall be treated as not held by |
| |
| |
6 (1) | Rights held by a person as nominee for another shall be treated as held by |
| 10 |
| |
(2) | Rights shall be regarded as held as nominee for another if they are |
| |
exercisable only on his instructions or with his consent or concurrence. |
| |
Rights attached to shares held by way of security |
| |
7 | Rights attached to shares held by way of security shall be treated as held by |
| 15 |
the person providing the security— |
| |
(a) | where apart from the right to exercise them for the purpose of |
| |
preserving the value of the security, or of realising it, the rights are |
| |
exercisable only in accordance with his instructions, and |
| |
(b) | where the shares are held in connection with the granting of loans as |
| 20 |
part of normal business activities and apart from the right to exercise |
| |
them for the purpose of preserving the value of the security, or of |
| |
realising it, the rights are exercisable only in his interests. |
| |
Rights attributed to holding company |
| |
8 (1) | Rights shall be treated as held by a holding company if they are held by any |
| 25 |
of its subsidiary companies. |
| |
(2) | Nothing in paragraph 6 or 7 shall be construed as requiring rights held by a |
| |
holding company to be treated as held by any of its subsidiaries. |
| |
(3) | For the purposes of paragraph 7 rights shall be treated as being exercisable |
| |
in accordance with the instructions or in the interests of a company if they |
| 30 |
are exercisable in accordance with the instructions of or, as the case may be, |
| |
| |
(a) | any subsidiary or holding company of that company, or |
| |
(b) | any subsidiary of a holding company of that company. |
| |
Disregard of certain rights |
| 35 |
9 | The voting rights in a company shall be reduced by any rights held by the |
| |
| |
| |
10 | References in any provision of paragraphs 5 to 9 to rights held by a person |
| |
include rights falling to be treated as held by him by virtue of any other |
| 40 |
| |
| |
|
| |
| |
provision of those paragraphs but not rights which by virtue of any such |
| |
provision are to be treated as not held by him. |
| |
| |
| |
Parent and subsidiary undertakings: supplementary provisions |
| |
| 5 |
1 | The provisions of this Schedule explain expressions used in section 1127 |
| |
(parent and subsidiary undertakings) and otherwise supplement that |
| |
| |
Voting rights in an undertaking |
| |
2 (1) | In section 1127(2)(a) and (d) the references to the voting rights in an |
| 10 |
undertaking are to the rights conferred on shareholders in respect of their |
| |
shares or, in the case of an undertaking not having a share capital, on |
| |
members, to vote at general meetings of the undertaking on all, or |
| |
substantially all, matters. |
| |
(2) | In relation to an undertaking which does not have general meetings at which |
| 15 |
matters are decided by the exercise of voting rights the references to holding |
| |
a majority of the voting rights in the undertaking shall be construed as |
| |
references to having the right under the constitution of the undertaking to |
| |
direct the overall policy of the undertaking or to alter the terms of its |
| |
| 20 |
Right to appoint or remove a majority of the directors |
| |
3 (1) | In section 1127(2)(b) the reference to the right to appoint or remove a |
| |
majority of the board of directors is to the right to appoint or remove |
| |
directors holding a majority of the voting rights at meetings of the board on |
| |
all, or substantially all, matters. |
| 25 |
(2) | An undertaking shall be treated as having the right to appoint to a |
| |
| |
(a) | a person’s appointment to it follows necessarily from his |
| |
appointment as director of the undertaking, or |
| |
(b) | the directorship is held by the undertaking itself. |
| 30 |
(3) | A right to appoint or remove which is exercisable only with the consent or |
| |
concurrence of another person shall be left out of account unless no other |
| |
person has a right to appoint or, as the case may be, remove in relation to that |
| |
| |
Right to exercise dominant influence |
| 35 |
4 (1) | For the purposes of section 1127(2)(c) an undertaking shall not be regarded |
| |
as having the right to exercise a dominant influence over another |
| |
undertaking unless it has a right to give directions with respect to the |
| |
operating and financial policies of that other undertaking which its directors |
| |
are obliged to comply with whether or not they are for the benefit of that |
| 40 |
| |
| |
| |
|
| |
| |
(2) | A “control contract” means a contract in writing conferring such a right |
| |
| |
(a) | is of a kind authorised by the articles of the undertaking in relation |
| |
to which the right is exercisable, and |
| |
(b) | is permitted by the law under which that undertaking is established. |
| 5 |
(3) | This paragraph shall not be read as affecting the construction of section |
| |
| |
Rights exercisable only in certain circumstances or temporarily incapable of exercise |
| |
5 (1) | Rights which are exercisable only in certain circumstances shall be taken into |
| |
| 10 |
(a) | when the circumstances have arisen, and for so long as they continue |
| |
| |
(b) | when the circumstances are within the control of the person having |
| |
| |
(2) | Rights which are normally exercisable but are temporarily incapable of |
| 15 |
exercise shall continue to be taken into account. |
| |
Rights held by one person on behalf of another |
| |
6 | Rights held by a person in a fiduciary capacity shall be treated as not held by |
| |
| |
7 (1) | Rights held by a person as nominee for another shall be treated as held by |
| 20 |
| |
(2) | Rights shall be regarded as held as nominee for another if they are |
| |
exercisable only on his instructions or with his consent or concurrence. |
| |
Rights attached to shares held by way of security |
| |
8 | Rights attached to shares held by way of security shall be treated as held by |
| 25 |
the person providing the security— |
| |
(a) | where apart from the right to exercise them for the purpose of |
| |
preserving the value of the security, or of realising it, the rights are |
| |
exercisable only in accordance with his instructions, and |
| |
(b) | where the shares are held in connection with the granting of loans as |
| 30 |
part of normal business activities and apart from the right to exercise |
| |
them for the purpose of preserving the value of the security, or of |
| |
realising it, the rights are exercisable only in his interests. |
| |
Rights attributed to parent undertaking |
| |
9 (1) | Rights shall be treated as held by a parent undertaking if they are held by |
| 35 |
any of its subsidiary undertakings. |
| |
(2) | Nothing in paragraph 7 or 8 shall be construed as requiring rights held by a |
| |
parent undertaking to be treated as held by any of its subsidiary |
| |
| |
(3) | For the purposes of paragraph 8 rights shall be treated as being exercisable |
| 40 |
in accordance with the instructions or in the interests of an undertaking if |
| |
| |
| |
|
