|
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| |
| |
|
| | (2) | An application for an order under this section may be made by the company or by |
|
| | |
| | (3) | If the court is satisfied that the application is well-founded, it may, for the purpose |
|
| | of protecting the rights of third parties in respect of the shares, and subject to such |
|
| | terms as it thinks fit, direct that such acts by such persons or descriptions of |
|
| | persons and for such purposes as may be set out in the order do not constitute a |
|
| | breach of the restrictions.’. |
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| |
| | |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | An application may be made to the court for an order directing that the shares |
|
| | shall cease to be subject to restrictions. |
|
| | (2) | An application for an order under this section may be made by the company or by |
|
| | |
| | (3) | The court must not make an order under this section unless— |
|
| | (a) | it is satisfied that the relevant facts about the shares have been disclosed |
|
| | to the company and no unfair advantage has accrued to any person as a |
|
| | result of the earlier failure to make that disclosure, or |
|
| | (b) | the shares are to be transferred for valuable consideration and the court |
|
| | |
| | (4) | An order under this section made by virtue of subsection (3)(b) may continue, in |
|
| | whole or in part, the restrictions mentioned in section (Consequences of order |
|
| | imposing restrictions)(1)(c) and (d) (restrictions on issue of further shares or |
|
| | making of payments) so far as they relate to a right acquired or offer made before |
|
| | |
| | (5) | Where any restrictions continue in force under subsection (4)— |
|
| | (a) | an application may be made under this section for an order directing that |
|
| | the shares shall cease to be subject to those restrictions, and |
|
| | (b) | subsection (3) does not apply in relation to the making of such an order.’. |
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| |
| | |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The court may order that the shares subject to restrictions be sold, subject to the |
|
| | court’s approval as to the sale. |
|
| | (2) | An application for an order under subsection (1) may only be made by the |
|
| | |
| | (3) | Where the court has made an order under this section, it may make such further |
|
| | order relating to the sale or transfer of the shares as it thinks fit. |
|
|
|
| |
| |
|
| | (4) | An application for an order under subsection (3) may be made— |
|
| | |
| | (b) | by the person appointed by or in pursuance of the order to effect the sale, |
|
| | |
| | (c) | by any person interested in the shares. |
|
| | (5) | On making an order under subsection (1) or (3) the court may order that the |
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| | applicant’s costs (in Scotland, expenses) be paid out of the proceeds of sale.’. |
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| |
| | Application of proceeds of sale under court order |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Where shares are sold in pursuance of an order of the court under section (Order |
|
| | for sale of shares), the proceeds of the sale, less the costs of the sale, must be paid |
|
| | into court for the benefit of the persons who are beneficially interested in the |
|
| | |
| | (2) | A person who is beneficially interested in the shares may apply to the court for |
|
| | the whole or part of those proceeds to be paid to him. |
|
| | (3) | On such an application the court shall order the payment to the applicant of— |
|
| | (a) | the whole of the proceeds of sale together with any interest on them, or |
|
| | (b) | if another person had a beneficial interest in the shares at the time of their |
|
| | sale, such proportion of the proceeds and interest as the value of the |
|
| | applicant’s interest in the shares bears to the total value of the shares. |
|
| | | This is subject to the following qualification. |
|
| | (4) | If the court has ordered under section (Order for sale of shares)(5) that the costs |
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| | (in Scotland, expenses) of an applicant under that section are to be paid out of the |
|
| | proceeds of sale, the applicant is entitled to payment of his costs (or expenses) out |
|
| | of those proceeds before any person interested in the shares receives any part of |
|
| | |
| |
| | Registrar’s requirements as to certification or verification |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Where a document required or authorised to be delivered to the registrar under |
|
| | any enactment is required— |
|
| | (a) | to be certified as an accurate translation or transliteration, or |
|
| | (b) | to be certified as a correct copy or verified, |
|
| | | the registrar may impose requirements as to the person, or description of person, |
|
| | by whom the certificate or verification is to be given. |
|
|
|
| |
| |
|
| | (2) | The power conferred by section 1034 (registrar’s requirements as to form, |
|
| | authentication and manner of delivery) is exercisable in relation to the certificate |
|
| | or verification as if it were a separate document. |
|
| | (3) | Requirements imposed under this section must not be inconsistent with |
|
| | requirements imposed by any enactment with respect to the certification or |
|
| | verification of the document concerned.’. |
|
| |
| | Meaning of “UK-registered company” |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘In the Companies Acts “UK-registered company” means a company registered |
|
| | |
| | The expression does not include an overseas company that has registered |
|
| | particulars under section 1012.’. |
|
| |
| | |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The provisions of this Part apply where a compromise or arrangement is proposed |
|
| | |
| | (a) | its creditors, or any class of them, or |
|
| | (b) | its members, or any class of them. |
|
| | |
| | “arrangement” includes a reorganisation of the company’s share capital by |
|
| | the consolidation of shares of different classes or by the division of shares |
|
| | into shares of different classes, or by both of those methods; and |
|
| | |
| | (a) | in section (Powers of court to facilitate reconstruction or |
|
| | amalgamation) (powers of court to facilitate reconstruction or |
|
| | amalgamation) means a company within the meaning of this Act, |
|
| | |
| | (b) | elsewhere in this Part means any company liable to be wound up |
|
| | under the Insolvency Act 1986 (c. 45) or the Insolvency |
|
| | (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). |
|
| | (3) | The provisions of this Part have effect subject to Part (Mergers and divisions of |
|
| | public companies) (mergers and divisions of public companies) where that Part |
|
|
|
| |
| |
|
| | applies (see sections (Application of Part 27A) and (Relationship of this Part with |
|
| | |
| |
| | Court order for holding of meeting |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The court may, on an application under this section, order a meeting of the |
|
| | creditors or class of creditors, or of the members of the company or class of |
|
| | members (as the case may be), to be summoned in such manner as the court |
|
| | |
| | (2) | An application under this section may be made by— |
|
| | |
| | (b) | any creditor or member of the company, or |
|
| | (c) | if the company is being wound up or an administration order is in force |
|
| | in relation to it, the liquidator or administrator.’. |
|
| |
| | Statement to be circulated or made available |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Where a meeting is summoned under section (Court order for holding of |
|
| | |
| | (a) | every notice summoning the meeting that is sent to a creditor or member |
|
| | must be accompanied by a statement complying with this section, and |
|
| | (b) | every notice summoning the meeting that is given by advertisement must |
|
| | |
| | (i) | include such a statement, or |
|
| | (ii) | state where and how creditors or members entitled to attend the |
|
| | meeting may obtain copies of such a statement |
|
| | |
| | (a) | explain the effect of the compromise or arrangement, and |
|
| | (b) | in particular, state— |
|
| | (i) | any material interests of the directors of the company (whether |
|
| | as directors or as members or as creditors of the company or |
|
| | |
| | (ii) | the effect on those interests of the compromise or arrangement, |
|
| | in so far as it is different from the effect on the like interests of |
|
| | |
| | (3) | Where the compromise or arrangement affects the rights of debenture holders of |
|
| | the company, the statement must give the like explanation as respects the trustees |
|
|
|
| |
| |
|
| | of any deed for securing the issue of the debentures as it is required to give as |
|
| | respects the company’s directors. |
|
| | (4) | Where a notice given by advertisement states that copies of an explanatory |
|
| | statement can be obtained by creditors or members entitled to attend the meeting, |
|
| | every such creditor or member is entitled, on making application in the manner |
|
| | indicated by the notice, to be provided by the company with a copy of the |
|
| | statement free of charge. |
|
| | (5) | If a company makes default in complying with any requirement of this section, |
|
| | an offence is committed by— |
|
| | |
| | (b) | every officer of the company who is in default. |
|
| | | This is subject to subsection (7) below. |
|
| | (6) | For this purpose the following are treated as officers of the company— |
|
| | (a) | a liquidator or administrator of the company, and |
|
| | (b) | a trustee of a deed for securing the issue of debentures of the company. |
|
| | (7) | A person is not guilty of an offence under this section if he shows that the default |
|
| | was due to the refusal of a director or trustee for debenture holders to supply the |
|
| | necessary particulars of his interests. |
|
| | (8) | A person guilty of an offence under this section is liable— |
|
| | (a) | on conviction on indictment, to a fine; |
|
| | (b) | on summary conviction, to a fine not exceeding the statutory maximum.’. |
|
| |
| | Duty of directors and trustees to provide information |
|
| |
| | |
| To move the following Clause:— |
|
| | |
| | (a) | any director of the company, and |
|
| | (b) | any trustee for its debenture holders, |
|
| | | to give notice to the company of such matters relating to himself as may be |
|
| | necessary for the purposes of section (Statement to be circulated or made |
|
| | available) (explanatory statement to be circulated or made available). |
|
| | (2) | Any person who makes default in complying with this section commits an |
|
| | |
| | (3) | 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.’. |
|
| |
| | Court sanction for compromise or arrangement |
|
| |
| | |
| To move the following Clause:— |
|
|
|
| |
| |
|
| | ‘(1) | If a majority in number representing 75% in value of the creditors or class of |
|
| | creditors or members or class of members (as the case may be), present and voting |
|
| | either in person or by proxy at the meeting summoned under section (Court order |
|
| | for holding of meeting), agree a compromise or arrangement, the court may, on |
|
| | an application under this section, sanction the compromise or arrangement. |
|
| | (2) | An application under this section may be made by— |
|
| | |
| | (b) | any creditor or member of the company, or |
|
| | (c) | if the company is being wound up or an administration order is in force |
|
| | in relation it, the liquidator or administrator. |
|
| | (3) | A compromise or agreement sanctioned by the court is binding on— |
|
| | (a) | all creditors or the class of creditors or on the members or class of |
|
| | members (as the case may be), and |
|
| | (b) | the company or, in the case of a company in the course of being wound |
|
| | up, the liquidator and contributories of the company. |
|
| | (4) | The court’s order has no effect until a copy of it has been delivered to the |
|
| | |
| |
| | Powers of court to facilitate reconstruction or amalgamation |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | This section applies where application is made to the court under section (Court |
|
| | sanction for compromise or arrangement) to sanction a compromise or |
|
| | arrangement and it is shown that— |
|
| | (a) | the compromise or arrangement is proposed for the purposes of, or in |
|
| | connection with, a scheme for the reconstruction of any company or |
|
| | companies, or the amalgamation of any two or more companies, and |
|
| | (b) | under the scheme the whole or any part of the undertaking or the property |
|
| | of any company concerned in the scheme (“a transferor company”) is to |
|
| | be transferred to another company (“the transferee company”). |
|
| | (2) | The court may, either by the order sanctioning the compromise or arrangement or |
|
| | by a subsequent order, make provision for all or any of the following matters— |
|
| | (a) | the transfer to the transferee company of the whole or any part of the |
|
| | undertaking and of the property or liabilities of any transferor company; |
|
| | (b) | the allotting or appropriation by the transferee company of any shares, |
|
| | debentures, policies or other like interests in that company which under |
|
| | the compromise or arrangement are to be allotted or appropriated by that |
|
| | company to or for any person; |
|
| | (c) | the continuation by or against the transferee company of any legal |
|
| | proceedings pending by or against any transferor company; |
|
| | (d) | the dissolution, without winding up, of any transferor company; |
|
| | (e) | the provision to be made for any persons who, within such time and in |
|
| | such manner as the court directs, dissent from the compromise or |
|
| | |
|
|
| |
| |
|
| | (f) | such incidental, consequential and supplemental matters as are necessary |
|
| | to secure that the reconstruction or amalgamation is fully and effectively |
|
| | |
| | (3) | If an order under this section provides for the transfer of property or liabilities— |
|
| | (a) | the property is by virtue of the order transferred to, and vests in, the |
|
| | |
| | (b) | the liabilities are, by virtue of the order, transferred to and become |
|
| | liabilities of that company. |
|
| | (4) | The property (if the order so directs) vests freed from any charge that is by virtue |
|
| | of the compromise or arrangement to cease to have effect. |
|
| | |
| | “property” includes property, rights and powers of every description; and |
|
| | “liabilities” includes duties. |
|
| | (6) | Every company in relation to which an order is made under this section must |
|
| | cause a copy of the order to be delivered to the registrar within seven days after |
|
| | |
| | (7) | If default is made in complying with subsection (6) an offence is committed by— |
|
| | |
| | (b) | every officer of the company who is in default. |
|
| | (8) | A person guilty of an offence under subsection (7) 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 |
|
| | |
| |
| | Documents to be incorporated in or accompany copies of articles issued by company |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Every copy of a company’s articles issued by the company must be accompanied |
|
| | |
| | (a) | a copy of any resolution or agreement relating to the company to which |
|
| | Chapter 3 applies (resolutions and agreements affecting a company’s |
|
| | |
| | (b) | where the company has been required to give notice to the registrar under |
|
| | section 35(2) (notice where company’s constitution altered by |
|
| | enactment), a statement that the enactment in question alters the effect of |
|
| | the company’s constitution, |
|
| | (c) | where the company’s constitution is altered by a special enactment (see |
|
| | section 35(4)), a copy of the enactment, and |
|
| | (d) | a copy of any order required to be sent to the registrar under section |
|
| | 36(2)(a) (order of court or other authority altering company’s |
|
| | |
| | (2) | This does not require the articles to be accompanied by a copy of a document or |
|
| | |
| | (a) | the effect of the resolution, agreement, enactment or order (as the case |
|
| | may be) on the company’s constitution has been incorporated into the |
|
| | articles by amendment, or |
|
|