Companies (Amendment) Act, 1983

Document containing offer to state whether shares will be allotted where issue not fully subscribed.

22.—(1) Without prejudice to section 53 of the Principal Act no allotment shall be made of any share capital of a public limited company offered for subscription unless—

(a) that capital is subscribed for in full; or

(b) the offer states that, even if the capital is not subscribed for in full, the amount of that capital subscribed for may be allotted in any event or in the event of the conditions specified in the offer being satisfied;

and, where conditions are so specified, no allotment of the capital shall be made by virtue of paragraph (b) unless those conditions are satisfied.

(2) Section 53 (4) and section 55 of the Principal Act shall apply where shares are prohibited from being allotted by subsection (1) as they apply where the conditions mentioned in subsection (1) of the said section 53 are not complied with; and subsection (5) of the said section 53 shall apply to this section as it applies to that section.

(3) The provisions of this section shall apply in the case of shares offered as wholly or partly payable otherwise than in cash as they apply in the case of shares offered for subscription and—

(a) in subsection (1), the word “subscribed” shall be construed accordingly; and

(b) in the said section 53 (4), as it applies by virtue of subsection (2) to the former case, references to the repayment of money received from applicants for shares shall include references to the return of any other consideration so received (including, if the case so requires, the release of the applicant from any undertaking) or, if it is not reasonably practicable to return the consideration, the payment of money equal to the value of the consideration at the time it was so received, and references to interest shall have effect accordingly.

Pre-emption rights