HL Deb 27 March 1980 vol 407 cc997-1001

90 Clause 22, page 28, line 40, leave out section (5) and insert— (5) Subsection (4) of section 20 above shall apply for the purposes of this section as it applies for the purposes of that.

91 Clause 23, page 29, line 7, leave out subsection (1) and insert— .—(1) A public company shall not allot shares as fully or partly paid up (as to their nominal value or any premium payable on them) otherwise than in cash if the consideration for the allotment is or includes an undertaking which is to be or may be performed more than five years after the date of the allotment.

92 Clause 23, page 29, line 18, leave out "means of"

93 Clause 23, page 29 line 21, leave out complies with "and insert" does not contravene"

94 Clause 23, page 29 line 29, leave out from beginning to fourth "the" in line 31 and insert— (5) Where a public company allots shares for a consideration which consists of or includes (in accordance with subsection (1) above) an undertaking which is to be performed within five years of the allotment but that undertaking is not performed within the period allowed by the contract for the allotment of the shares "

95 Clause 23, page 29 line 36, leave out "to transfer the asset"

96 Clause 23, page 29 line 39, leave out subsection (6) and insert— (6) Subsection (4) of section 20 above shall apply in relation to a contravention of this section and to a failure to carry out a term of a contract as mentioned in subsection (5) above as it applies in relation to a contravention of that section.

97 Clause 23, Page 30, line 11, leave out "the payment for" and insert "payment in respect of"

98 Clause 24, page 30, line 12, leave out from beginning to end of line 23 and insert— .—(1) Subject to subsection (2) below, a public company shall not allot shares as fully or partly paid up (as to their nominal value or any premium payable on them) otherwise than in cash unless—

(a) the consideration for the allotment has been valued in accordance with the following provisions of this section;"

99 Clause 24, page 30, line 25, after "company" insert "by a person appointed by the company"

100 Clause 24 Page 31, line 10, after "valuation insert" of the consideration, or a valuation of part of the consideration"

101 Clause 24 Page 31, line 10, after "accept" insert "such"

102 Clause 24 Page 31, line l3, after "consideration" insert "or that part of the consideration"

103 Clause 24 Page 31, line 28, after "consideration" insert "and, as respects so much of the consideration as he himself has valued, a description of that part of the consideration,"

104 Clause 24 Page 31, line 31, leave out from "up" to end of line 34 and insert—

"(i) by the consideration;

(ii) in cash."

105 Clause 24 Page 31, line 40, leave out "the consideration" and insert "so much of the consideration as was valued by that other person"

106 Clause 24 Page 32, line 4, leave out "where the valuation was" and insert "in the case of a valuation"

107 Clause 24 Page 32, line 14, leave out from"cash"to end of line 17 and insert"by which the nominal value of the shares or any premium payable on them is to be paid up, is not less than so much of the aggregate of the nominal value and the whole of any such premium as is treated as paid up by the consideration and any such cash."

108 Clause 24 Page 32, line 18, leave out from beginning to "and" in line 20 and insert Subsection (8A) below applies where a public company allots any share in contravention of subsection (1) above"

109 Clause 24 Page 32, line 26, at beginning insert—" (8A) Where this subsection applies"

110 Clause 24 Page 32, line 29, leave out "means of"

111 Clause 24 Page 32, line 32, leave out subsection (9) and insert— (9) Subsection (4) of section 20 above shall apply for the purposes of this section as it applies for the purposes of that.

112Clause 24 Page 32, line 43, leave out from beginning to end of line 8 on page 33 and insert— (10) Where the consideration is accepted partly in payment up of the nominal value of the shares and any premium and partly for some other consideration given by the company, the foregoing provisions of this section shall apply as if references to the consideration by the company included references to the proportion of that consideration which is properly attributable to the payment up of that value and any premium; and

113 Clause 24 Page 33, line 10, leave out from "such" to "as" in line 11 and insert "other valuations"

114 Clause 24 Page 33, line 14, leave out "valuation has" and insert "valuations have"

115 Clause 24 Page 33, line 18, after "section" insert"(a)"

116 Clause 24 Page 33, line 22, at end insert "and

(b) any reference to an officer or servant shall not include a reference to an auditor."

117 Clause 26, page 34, line 33, leave out "at the time" and insert "on the date"

118 Clause 26, page 34, line 35, leave out "time" and insert "date"

119 Clause 26, page 34, line 44, leave out"the company's nominee"and insert"another person "

120 Clause 26, Page 35, line 18, leave out subsection (4) and insert— (4) Subsection (1) above shall not apply to the following agreements for the transfer of an asset for a consideration to be given by the company, that is to say—

  1. (a) where it is part of the ordinary business of the company to acquire or arrange for other persons to acquire assets of a particular description, an agreement entered into by the company in the ordinary course of its business for the transfer of an asset of that description to it or such a person, as the case may be; or
  2. (b) an agreement entered into by the company under the supervision of the court, or an officer authorsised by the court for the purpose, for the transfer of an asset to the company or to another."

121 Clause 26, Page 36, line 4, after "contravention" insert" then, subject to subsection (8) below—"

122 Clause 26, Page 36, line 5, leave out "subject to subsection (8) below—"

123 Clause 26, Page 36, line 8, leave out "any" and insert "an"

124 Clause 26, Page 36, line 11, leave out subsection (8) and insert— (8) Where a company enters into an agreement in contravention of subsection (1) above and that agreement is or includes an agreement for the allotment of shares in that company, then, whether or not the agreement also contravenes section 24 above— (a) subsection (7) above shall not apply to the agreement in so far as it is an agreement for the allotment of shares; and, (b) subsection (4) of section 20 and subsection (8A) of section 24 above shall apply in relation to the shares as if they had been allotted in contravention of section 24.

125 Clause 28, page 37, line 10, leave out "for" and insert"in respect of "

126 Clause 28, page 37, line 17, leave out"for"and insert"in respect of "

127 Clause 28, page 37, leave out line 37, and insert"payment in respect of those shares ".

128 Clause 28, Page 38, line 19, leave out from"the"to"and"in line 20 and insert"whole of any premium or, if the case so requires, so much of that aggregate as is treated as paid up; "

129 Clause 28, Page 39, line 1, leave out "paragraph (b) of "

130 Clause 29, page 39, line 3, leave out "issued by a public company to"and insert"taken by

131 Clause 29, page 39, line 4, leave out"by virtue"and insert"of a public company in pursuance "

132 Clause 29, page 39, line 7, leave out subsection (2).

133 Clause 30, page 39, line 17, leave out subsection (2).

134 Clause 30, page 39, line 26, leave out from second "to" to "shall" in line 28 and insert"do any other thing "

135 Clause 30, page 39, line 30, leave out "24 or 26 above" and insert "or 24 above, and where such an undertaking is given in contravention of section 26 above in respect of the allotment of any shares it shall be so enforceable notwithstanding that contravention."

136 Clause 31, page 40, line 4, leave out "issue" and insert "allotment".

137 Clause 32, page 40, line 22, after "three-quarters" insert "in nominal value"

138 Clause 32, Page 41, line 32, leave out "at least"

139 Clause 32, page 41, line 33, after "proxy" insert "at least"

140 Clause 32, page 41, line 33, after "one-third" insert "in nominal value"

141 Clause 32, page 40, line 36, after "question" insert" or his proxy"

142 Clause 33, page 43, line 5, leave out"issued"and insert"allotted ".

Lord LYELL

My Lords, I beg to move that this House doth agree with the Commons in their Amendments Nos. 90 to 142.

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

On Question, Motion agreed to.