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| | Page 348, line 21 [Clause 734], at end insert— |
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| | | ‘(8) | The court’s order must be embodied in or annexed to every copy of the |
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| | | company’s articles issued by the company.’. |
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| | Page 348, line 25 [Clause 735], leave out ‘registrar’ and insert ‘company’. |
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| | Page 350, line 10 [Clause 738], after ‘740’ insert ‘or 742’. |
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| | Page 350, line 24 [Clause 739], leave out ‘divided’ and insert ‘dividend’. |
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| | Page 351, line 6 [Clause 740], at end insert ‘, or |
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| | | (e) | payment by any other means giving rise to a present or future entitlement |
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| | | (of the company or a person acting on the company’s behalf) to a |
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| | | payment, or credit equivalent to payment, in cash.’. |
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| | Page 351, line 6 [Clause 740], at end insert ‘, or |
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| | | (e) | the creation of an obligation to make a payment to or for the account of |
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| | | the company in accordance with the rules and practices of the operator of |
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| | | a relevant system as defined by regulation 2(1) of the Uncertificated |
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| | | Securities Regulations 2001.’. |
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| | Page 351, line 7 [Clause 740], at end insert— |
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| | | ‘( ) | The Secretary of State may by order provide that particular means of payment |
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| | | specified in the order are to be regarded as falling within subsection (2)(e).’. |
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| | Page 351, line 11 [Clause 740], at end insert— |
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| | | ‘( ) | An order under this section is subject to negative resolution procedure.’. |
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| | Page 352, line 30 [Clause 743], leave out subsections (6) and (7) and insert— |
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| | | ‘( ) | If default is made in complying with this section, an offence is committed by— |
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| | | (b) | every officer of the company who is in default. |
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| | | ( ) | 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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| | Page 353, line 21 [Clause 746], leave out subsections (1) to (3) and insert— |
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| | | ‘( ) | In the following circumstances a company must transfer amounts to a reserve, |
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| | | called the “capital redemption reserve”. |
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| | | ( ) | Where under this Part shares of a limited company are redeemed or purchased |
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| | | wholly out of the company’s profits, the amount by which the company’s issued |
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| | | share capital is diminished in accordance with— |
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| | | (a) | section 701(b) (on the cancellation of shares redeemed) or |
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| | | (b) | section 719(b)(ii) (on the cancellation of shares purchased), |
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| | | | must be transferred to the capital redemption reserve. |
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| | | (a) | the shares are redeemed or purchased wholly or partly out of the proceeds |
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| | | (b) | the aggregate amount of the proceeds is less than the aggregate nominal |
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| | | value of the shares redeemed or purchased, |
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| | | | the amount of the difference must be transferred to the capital redemption reserve. |
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| | | | This does not apply in the case of a private company if, in addition to the proceeds |
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| | | of the fresh issue, the company applies a payment out of capital under Chapter 5 |
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| | | in making the redemption or purchase. |
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| | | ( ) | The amount by which a company’s share capital is diminished in accordance with |
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| | | section 742(4) (on the cancellation of shares held as treasury shares) must be |
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| | | transferred to the capital redemption reserve.’. |
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| | Page 353, line 25 [Clause 746], leave out ‘719(3)’ and insert ‘719(b)(i) or 742’. |
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| | Page 354, line 12 [Clause 747], leave out from ‘company’ to end of line 14. |
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| | Page 356, line 8 [Clause 753], leave out first ‘by’ and insert ‘be’. |
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| | Page 356, line 18 [Clause 754], leave out ‘2’ and insert ‘3’. |
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| | Page 356, line 30 [Clause 756], leave out paragraph (b) and insert— |
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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 357, line 2 [Clause 756], leave out ‘in the case of continued contravention to’ |
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| | and insert ‘, for continued contravention,’. |
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| | Page 361, line 17 [Clause 765], after ‘is’ insert ‘not’. |
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| | Page 361, line 17 [Clause 765], leave out from ‘debenture’ to ‘for’ in line 19. |
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| | Page 361, line 21 [Clause 765], leave out subsection (4). |
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| | Page 361, line 36 [Clause 767], after ‘taken’ insert ‘,’. |
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| | Page 361, line 36 [Clause 767], after ‘debentures’ insert ‘,’. |
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| | Page 362, line 1 [Clause 767], leave out ‘that Schedule’ and insert ‘those |
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| | Page 363, line 3 [Clause 769], leave out subsection (4) and insert— |
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| | | ‘(4) | An offer is not regarded as an offer to the public if— |
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| | | (a) | it is made to fewer than 100 persons, |
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| | | (b) | it is made on terms allowing the person to whom it is made to renounce |
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| | | his rights, which may only be renounced in favour of a person connected |
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| | | with the company or another person to whom the offer is made, and |
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| | | (c) | it cannot properly be regarded, in all circumstances, as being intended to |
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| | | result, directly or indirectly, in securities of the company becoming |
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| | | available to persons other than those receiving the offer or persons not |
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| | | already connected with the company. |
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| | | (4A) | The Secretary of State may by regulations specify other conditions applicable to |
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| | | an offer which, to the extent satisfied, would result in an offer not being deemed |
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| | | to be an offer to the public for the purposes of this section. |
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| | | (4B) | Any regulations under subsection (4A) shall be subject to the affirmative |
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| | Page 363, line 3 [Clause 769], leave out subsection (4) and insert— |
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| | | ‘(4) | A person does not contravene section 530(1) if— |
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| | | (a) | the offer is made to or directed at qualified investors only; |
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| | | (b) | the offer is made to or directed at fewer than 100 persons, other than |
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| | | qualified investors, per EEA State; |
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| | | (c) | the minimum consideration which may be paid by any person for |
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| | | transferable securities acquired by him pursuant to the offer is at least |
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| | | 50,000 euros (or an equivalent amount); |
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| | | (d) | the transferable securities being offered are denominated in amounts of |
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| | | at least 50,000 euros (or equivalent amounts); or |
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| | | (e) | the total consideration for the transferable securities being offered cannot |
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| | | exceed 100,000 euros (or an equivalent amount). |
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| | | (a) | a person who is not a qualified investor (“the client”) has engaged a |
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| | | qualified investor falling within Article 2.1(e)(i) of the Prospectus |
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| | | Directive to act as his agent, and |
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| | | (b) | the terms on which the qualified investor is engaged enable him to make |
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| | | decisions concerning the acceptance of offers of transferable securities |
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| | | on the client’s behalf without reference to the client, |
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| | | | an offer made to or directed at the qualified investor is not to be regarded for the |
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| | | purposes of subsection (4) as also having been made or directed at the client. |
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| | | (4B) | For the purposes of subsection (4)(b), the making of an offer of transferable |
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| | | (b) | members of a partnership in their capacity as such, or |
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| | | (c) | two or more persons jointly, |
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| | | | is to be treated as the making of an offer to a single person. |
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| | | (4C) | In determining whether subsection (4)(e) is satisfied in relation to an offer (“offer |
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| | | A”), offer A is to be taken together with any other offer of transferable securities |
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| | | of the same class made by the same person which— |
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| | | (a) | was open at any time within the period of 12 months ending with the date |
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| | | on which offer A is first made; and |
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| | | (b) | had previously satisfied subsection (4)(e). |
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| | | (4D) | For the purposes of this section, an amount (in relation to an amount denominated |
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| | | in euros) is an “equivalent amount” if it is an amount of equal value denominated |
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| | | wholly or partly in another currency or unit of account. |
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| | | (4E) | The equivalent is to be calculated at the latest practicable date before (but in any |
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| | | event not more than 3 working days before) the date on which the offer is first |
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| | Page 363, line 3 [Clause 769], leave out subsection (4). |
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| | Page 363, line 30 [Clause 770], leave out ‘section 459 or 460 of the Companies Act |
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| | 1985 (c. 6)’ and insert ‘Part 30’. |
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| | Page 363, line 43 [Clause 771], leave out ‘section 459 or 460 of the Companies Act |
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| | 1985 (c. 6)’ and insert ‘Part 30’. |
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| | Page 364, line 11 [Clause 771], at end insert ‘, or |
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| | | (c) | a decision that in the interests of justice no further action be taken’. |
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| | Page 365, line 35, leave out Clause 776. |
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| | Page 365, line 37 [Clause 776], at end insert ‘, or an equivalent amount in another |
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| | currency calculated by reference to the appropriate exchange rate prevailing on, or on |
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| | such date as the company may select being not more than 28 days preceding— |
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| | | (a) | for the purposes of section 91, the date of the relevant special resolution |
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| | | (b) | for the purposes of sections 536 and 537, the date of the application for a |
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| | | certificate under section 536, or |
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| | | (c) | for the purposes of section 664 (public company reducing capital below |
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| | | the authorised minimum), the date of the relevant court order under |
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| | | section 663 (registration of order and minute of reduction).’. |
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| | Page 367, line 13 [Clause 779], leave out ‘(2)’ and insert ‘(3)’. |
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| | Page 367 [Clause 780], leave out line 26. |
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