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Amendments made: No. 232, in page 134, line 27, at end add—
'9A. In section 54 (prohibition on company providing financial assistance for purchase of own shares, etc.)—
(a) the following paragraph shall be substituted for paragraph (b) of subsection (1)—
(b) the provision by a company in accordance with a n employee share scheme (within the meaning of the Companies Act 1980) of money for the purchase of, or subscription for, fully-paid shares in the company or its holding company by the trustees of the scheme;";
(b) after subsection (1) there shall be inserted the following subsections—
(1A) The proviso to the foregoing subsection shall authorise a public company to give financial assistance to any person only if the company's net assets are not thereby reduced or, to the extent that those assets are thereby reduced, if the financial assistance is provided out of profits which are available for dividend.
(1B) In this section, "net assets" in relation to any company, means the aggregate of that company's assets less the aggregate of its liabilities; and "liabilities" include any provision (within the meaning of Schedule 8 to this Act) except to the extent that that provision is taken into account in calculating the value of any asset to the company.".'.
§ No. 222, in page 134, line 35, leave out from 'any' to end of line 38 and insert member of a relevant class;'.
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No. 223, in page 134, line 45, leave out from 'of' to 'or' in line 1 on page 135 and insert
'a member of a relevant class'.
§ No. 224, in page 135, line 3, after 'shares', insert 'or debentures'.
§ No. 225, in page 135, line 9, leave out 'and'.
§
No. 308, in page 135, line 12, leave out 'under the age of 18' and insert
'and their descendants and any trustee (acting in his capacity as such) of a trust the principal beneficiary of which is that person or any of those relatives.'.
§
No. 227, in page 135, line 12, at end insert
'and "member of a relevant class" means an existing member of the company making the offer or invitation, or an existing employee of that company, or a member of the family of such a member or employee, or an existing debenture holder.'.
§
No. 229, in page 135, line 12, at end add
'10A. In section 56(2) (application of share premium account in paying up bonus shares, etc.) for the word "issued" there shall be substituted the word "allotted".'.
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No. 230, in page 135, line 16, at end add
'11A. In section 58(5) (application of capital reserve redemption in paying up bonus shares) for the word "issued" there shall be substituted the word "allotted".'.
§ No. 253, in page 135, line 34, after 'Act)", insert
- '(a) for the words "this Act" there shall be substituted the words "the Companies Acts 1948 to 1980"; and
- (b)'.
§ No. 254, in page 135, line 43, after 'Act)', insert—
- '(a) after the word "Act" there shall be inserted the words "and with the other requirements of the Companies Acts 1945 to 1980 as to the matters to be stated in group accounts"; and
- (b)'.
§
No. 231, in page 137, line 8, at end add—
'22A. In section 205(b) (exclusion of prohibition on indemnifying officers of company against liabilities) after the words "this Act" there shall be inserted the words "or section 36 of the Companies Act 1980".'.
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No. 336, in page 139, line 5, at end add—
(8) In the proviso to regulation 128 (power to apply reserve funds in paying up bonus shares) for the word "issued" there shall be substituted the word "allotted".
§
(9) The following regulation is added after regulation 128:
128A. The company in general meeting may on the recommendation of the directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the credit of the profit and loss account which is not available for distribution by applying such sum in paying up in full unissued shares to be allotted as fully paid bonus shares to those members of the company who would have been entitled to that sum if it were distributed by way of dividend (and in the same proportions), and the directors shall give effect to such resolution.".
§ (10) In regulation 129 (duties of directors on resolutions under regulation 128) for the words from the beginning to "have been passed" there shall be substituted the words "Whenever a resolution is passed in pursuance of regulation 128 or 128A above.".'
§
No. 234, in page 139, line 25, leave out from 'a' to first 'or' in line 29 and insert
'public company, other than an old public company within the meaning of the Companies Act 1980 (the "1980 Act") are required by the company by forfeiture or surrender in lieu of forfeiture or in pursuance of section 35(1A) of the 1980 Act or are acquired by another person in circumstances where paragraph (b) or (c) of section 37(1) of the 1980 Act applies'.
§ No. 235, in page 139, line 31, leave out 'the Companies Act 1979' and insert 'the 1980 Act'.
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No. 236, in page 139, line 33, leave out 'such a person' and insert
'another person in such circumstances'.
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No. 237, in page 139, line 37, leave out 'such a person' and insert
'another person in such circumstances'.
§ No. 238, in page 139, line 39, after 'company', insert 'or that other person'
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No. 239, in page 139, line 41, leave out 'such a person' and insert
'another person in such circumstances'.
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No. 240, in page 139, line 43, after 'of', insert
'by the company or that other person'.
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No. 241, in page 140, line 4, leave out 'such a person' and insert
'the person who acquired them in such circumstances'.
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No. 333, in page 142, line 7, leave out
'certified as such under section 41(7)'
and insert
'within the meaning of Part III'.—[Mr. Eyre.]