HL Deb 27 March 1980 vol 407 cc991-2

64 Clause 17, page 21, line 41, leave out "holder of" and insert "person who holds"

65 Clause 17, page 22, line 8, leave out subsection (2) and insert— (2) Subsection (2A) below applies to any provision of the memorandum or articles of a company which requires the company, when proposing to allot equity securities consisting of relevant shares of any particular class, not to allot those securities on any terms unless it has complied with the condition that it makes such an offer as is described in subsection (1) above to each person who holds relevant shares or relevant employee shares of that class. (2A) If, in accordance with a provision to which this subsection applies—

  1. (a) a company makes an offer to allot any securities to such a holder, and
  2. (b) he or anyone in whose favour he has renounced his right to their allotment accepts the offer,
subsection (1) above shall not apply to the allotment of those securities and the company may allot them accordingly; but this subsection is without prejudice to the application of subsection (1) above in any other case.

66 Clause 17, line 29, at end insert— (3A) Subsection (1) above shall not apply in relation to the allotment of any securities which would apart from a renunciation or assignment of the right to their allotment be held under an employees' share scheme.

67 Clause 17, line 31, leave out from"provision"to first"to"in line 32 and insert"to which subsection (2A) above applies "

68 Clause 17, line 34, leave out "regulation 131" and insert "regulations 131, 132 and 133"

69 Clause 17, line 46, leave out from "provision "to" by "in line 47 and insert" to which subsection (2A) above applies"

70 Clause 17, page 23, line 12, leave out from "provision" to"shall"in line 13 and insert" to which subsection (2A) above applies"

71 Clause 17, page 23, line 16, leave out from "provision" to first"the"in line 17 and insert "to which subsection (2A) above applies"

72 Clause 17, page 23, line 36, leave out from"securities"to"but"in line 37 and insert"or of equity securities consisting of relevant shares of a particular class shall include references to the grant of a right to subscribe for, or to convert any securities into, relevant shares in the company or, as the case may be, relevant shares of a particular class"

73 Clause 17, page 24, line 3, leave out "relevant"

74 Clause 17, page 24, line 4, leave out from "to" to "shares" in line 5.

75 Clause 17, page 24, line 6, leave out "either" and insert "both"

76 Clause 17, page 24, line 7, leave out "or" and insert "and"

77 Clause 19, page 26, line 13, after "requirement" insert"such as is mentioned in section 17(2) above and"

78 Clause 19, line 14, leave out from "articles" to first "the" in line 16.

4.50 p.m.

Lord LYELL

My Lords, I beg to move that this House do agree with the Commons in their Amendments Nos. 64 to 78 en bloc. These amendments make some minor improvements to Clause 17 which, broadly speaking, is concerned with the rights of existing shareholders to have a right of first refusal to shares which the company proposes to issue for cash. The amendments clarify that a shareholder who has received a preemptive offer of shares under the clause can validly renounce his rights to those shares in favour of another person. They ensure that this is also the case with employees' shares and that such renunciation would not trigger further preemptive rights on the allotment of those shares. The amendments also provide a procedure for notification of the relevant offers in the case of joint holders or where the shareholder has died or has become bankrupt. My reference is to the regulations in Table A. There are a number of drafting changes which are also incorporated in the amendments. I beg to move that this House doth agree with the Commons in their Amendments Nos. 64 to 78 en bloc.

Moved, That this House doth agree with the Commons in the said amendments. (Lord Lyell.)

On Question, Motion agreed to.