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| | Page 330, line 18 [Clause 694], at end insert— |
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| | | ‘(h) | the payment of a commission which is permitted by the Companies Acts; |
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| | | (i) | indemnities given in connection with any issue of shares (whether in |
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| | | respect of defaults by the company itself or in respect of defaults by third |
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| | | parties and including indemnities in respect of losses arising in |
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| | | connection with activities carried out as a broker, underwriter, placing |
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| | | agent, adviser or sponsor to an issue); |
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| | | (j) | representations or warranties given by a company in connection with any |
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| | | issue of shares in its capital; |
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| | | (k) | the payment of any fees or other costs, charges or expenses by a company |
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| | | in connection with an issue of shares in its capital.’. |
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| | Page 330, line 22 [Clause 695], leave out ‘in the case of’ and insert ‘if the company |
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| | giving the assistance is’. |
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| | Page 330, line 23 [Clause 695], leave out ‘in the case of a public company if’’ and |
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| | insert ‘if the company giving the assistance is a public company and’. |
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| | Page 330, line 29 [Clause 695], after ‘(a)’ insert ‘where the lending of money is |
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| | part of the ordinary business of the company,’. |
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| | Page 330, line 29 [Clause 695], after ‘business’ insert ‘, where the lending of |
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| | money is part of the ordinary business of the company’. |
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| | Page 330, line 30 [Clause 695], leave out first ‘the’ and insert ‘a’. |
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| | Page 330, line 31 [Clause 695], after ‘company’ insert ‘or its holding company’. |
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| | Page 330, line 33 [Clause 695], leave out paragraph (c) and insert— |
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| | | ‘(c) | the provision of financial assistance by the company for the purposes of |
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| | | or in connection with anything done by the company (or another |
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| | | company in the same group) for the purpose of enabling or facilitating |
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| | | transactions in shares in the first-mentioned company or its holding |
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| | | company between, and involving the acquisition of beneficial ownership |
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| | | |
| | | (i) | bona fide employees or former employees of that company (or |
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| | | another company in the same group), or |
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| | | (ii) | spouses or civil partners, widows, widowers or surviving civil |
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| | | partners, or minor children or step-children of any such |
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| | | employees or former employees;’. |
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| | Page 330, line 44 [Clause 695], leave out ‘a’ and insert ‘the’. |
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| | Page 331, line 20 [Clause 696], leave out from ‘includes’ to ‘a’ in line 21. |
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| | Page 331, line 23 [Clause 696], after ‘purpose’ insert ‘(see section 849)’. |
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| | Page 332, line 25 [Clause 699], at end insert— |
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| | | ‘(2A) | In such a case the redemption price, for the purposes of this Part, shall be taken |
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| | | to be the value of the undertaking of the company to make the payment at a future |
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| | | date, but this shall not be taken to invalidate the redemption’s being in accordance |
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| | | with the terms for redemption.’. |
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| | Page 332, line 26 [Clause 699], after ‘with’ insert ‘a’. |
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| | Page 333, line 9 [Clause 700], leave out ‘under subsection (3)’. |
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| | Page 333, line 9 [Clause 700], leave out ‘(3)’ and insert ‘(4)’. |
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| | Page 334, line 13 [Clause 704], at end insert— |
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| | | ‘(1A) | The terms of purchase of own shares in a limited company may provide that the |
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| | | amount payable on purchase may, by agreement between the company and the |
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| | | purchaser of the shares, be paid on a date later than the purchase date. In such a |
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| | | case the purchase price, for the purposes of this Part, shall be taken to be the value |
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| | | of the undertaking of the company to make the payment of a future date.’. |
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| | Page 334, line 14 [Clause 704], at beginning insert ‘Unless purchased in |
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| | accordance with provision authorised by subsection (1A)’. |
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| | Page 335, line 30 [Clause 707], leave out ‘in advance’ and insert ‘prior to the |
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| | Page 335, line 31 [Clause 707], leave out subsection (2) and insert— |
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| | | (a) | the terms of the contract must be authorised by a special resolution of the |
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| | | company before the contract is entered into, or |
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| | | (b) | the contract must provide that no shares may be purchased in pursuance |
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| | | of the contract until its terms have been authorised by a special resolution |
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| | Page 335, line 33 [Clause 707], after ‘company’ insert ‘either’. |
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| | Page 335, line 33 [Clause 707], after ‘into’ insert ‘or the contract is conditional on |
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| | such approval being obtained’. |
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| | Page 335, line 35 [Clause 707], after ‘company’ insert ‘either’. |
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| | Page 335, line 36 [Clause 707], at end insert ‘or the contract is conditional on such |
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| | approval being obtained’. |
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| | Page 335, line 37 [Clause 707], leave out ‘A “contingent purchase contract” |
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| | means’ and insert ‘The contract may be’. |
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| | Page 336, line 26 [Clause 708], leave out ‘notwithstanding anything in the |
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| | Page 336, line 34 [Clause 709], leave out ‘proposed’. |
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| | Page 337, line 39 [Clause 711], leave out ‘notwithstanding anything in the |
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| | Page 339, line 29 [Clause 714], at end insert— |
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| | | ‘(8) | Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a |
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| | | resolution under this section.’. |
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| | Page 339, line 37 [Clause 715], leave out ‘at its registered office’. |
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| | Page 340, line 6 [Clause 715], at end insert— |
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| | | ‘(3A) | The copy or memorandum must be kept available for inspection— |
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| | | (a) | at the company’s registered office; or |
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| | | (b) | at a place specified in regulations under section (Regulations about |
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| | | where certain company records to be kept available for inspection).’. |
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| | Page 340, line 6 [Clause 715], at end insert— |
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| | | ‘(3B) | The company must give notice to the registrar— |
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| | | (a) | of the place at which the copy or memorandum is kept available for |
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| | | (b) | of any change in that place, |
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| | | | unless it has at all times been kept at the company’s registered office.’. |
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| | Page 340, line 14 [Clause 716], leave out ‘or (3),’ insert ‘, (3) or (3A) or default is |
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| | made for 14 days in complying with section 715(3B),’. |
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| | Page 340, line 15 [Clause 716], after ‘by’ insert— |
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| | Page 344, line 34 [Clause 727], leave out ‘company’ and insert ‘company’s’. |
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| | Page 344, line 43 [Clause 727], leave out ‘or prospective’. |
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| | Page 344, line 43 [Clause 727], at end insert ‘as would be relevant under section |
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| | 122 of the Insolvency Act (winding up by the court) to the question whether a company |
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| | is unable to pay its debts’. |
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| | Page 346, line 11 [Clause 730], leave out ‘notwithstanding anything in the |
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| | Page 346, line 19 [Clause 731], at beginning insert ‘A copy of’. |
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| | Page 346, line 37 [Clause 732], leave out ‘that’ and insert ‘where’. |
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| | Page 346, line 38 [Clause 732], leave out ‘at the company’s registered office’. |
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| | Page 347, line 12 [Clause 733], leave out ‘at the company’s registered office’. |
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| | Page 347, line 18 [Clause 733], at end insert— |
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| | | ‘(1A) | They must be kept available for inspection— |
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| | | (a) | at the company’s registered office, or |
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| | | (b) | at a place specified in regulations under section (Regulations about |
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| | | where certain company records to be kept available for inspection).’. |
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| | Page 347, line 18 [Clause 733], at end insert— |
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| | | ‘(1B) | The company must give notice to the registrar— |
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| | | (a) | of the place at which the statement and report are kept available for |
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| | | (b) | of any change in that place, |
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| | | | unless they have at all times been kept at the company’s registered office.’. |
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| | Page 347, line 21 [Clause 733], after ‘If’ insert ‘default is made for 14 days in |
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| | complying with subsection (1B), or’. |
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