Withdrawal of the United Kingdom from the European Union (Consequential Provisions) Act 2020
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PART 4 Amendment of Companies Act 2014 | ||
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Amendment of Companies Act 2014 | ||
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12. Part 17 of the Companies Act 2014 is amended by the insertion of the following Chapter after Chapter 7: | ||
“Chapter 7A | ||
Uncertificated securities of relevant issuers | ||
Interpretation | ||
1087A. In this Chapter— | ||
‘central securities depository’ means a central securities depository within the meaning of the CSD Regulation that is authorised to perform services in the State; | ||
‘CSD Regulation’ means Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 20146 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012; | ||
‘relevant issuer’ means a public limited company that has issued securities that are relevant securities; | ||
‘relevant securities’ means securities that are issued by a relevant issuer and registered in the name of a central securities depository; | ||
‘securities settlement system’ has the meaning given to it by the CSD Regulation. | ||
Share certificates | ||
1087B. Notwithstanding section 99(2), a relevant issuer is not required to issue share certificates in respect of relevant securities that are registered in the name of a central securities depository (or, as the case may be, a body nominated by that depository) and title of the central securities depository (or, as the case may be, a body nominated by that depository) to the relevant securities shall be evidenced by the recording of the name and address of that depository (or, as the case may be, its nominee) in the register of members of the relevant issuer. | ||
Written instrument of transfer | ||
1087C. Notwithstanding section 94(4), section 2 (1) of the Stock Transfer Act 1963 or any other enactment, a written instrument of transfer shall not be necessary to transfer title (which transfer may occur more than once) to— | ||
(a) relevant securities from a central securities depository (or, as the case may be, a body nominated by that depository) to any holder of the rights or interests in those securities, | ||
(b) relevant securities from one central securities depository (or, as the case may be, a body nominated by that depository) to another central securities depository (or, as the case may be, a body nominated by that depository), or | ||
(c) securities in the relevant issuer to the central securities depository (or, as the case may be, a body nominated by that depository) from any holder of the rights or interests in those securities. | ||
Alternative special majority for Schemes of Arrangement | ||
1087D. (1) In section 449(1), ‘special majority’ insofar as it applies to members of a relevant issuer, means a majority representing at least 75 per cent in value of the members or class of members, as the case may be, present and voting either in person or by proxy at the scheme meeting. | ||
(2) Where any part of the issued shares of a relevant issuer is held outside of a central securities depository (or, as the case may be, a body nominated by that depository), and the special majority referred to in subsection (1) applies, the quorum for a scheme meeting referred to in subsection (1) shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares, or class of shares, as the case may be, in the relevant issuer and section 182 shall, in relation to that meeting, be construed accordingly. | ||
Disapplication of additional requirement | ||
1087E.(1) Where a relevant scheme, contract or offer under section 457 is made in the capital of a relevant issuer that is an offeree company, the additional requirement in section 458(3) does not have to be satisfied with regard to the offeror’s right of buy-out. | ||
(2) In subsection (1) — | ||
‘offeree company’ and ‘offeror’ have the same meaning as they have respectively in section 457(1); | ||
‘relevant scheme, contract or offer’ has the same meaning as it has in section 457(1). | ||
Irrevocable power of attorney | ||
1087F. (1) An irrevocable power of attorney shall be granted where— | ||
(a) the terms of an offer by an offeror for any or all shares of a relevant issuer provide that a person accepting the offer creates an irrevocable power of attorney in favour of the offeror, and | ||
(b) acceptance of that offer is communicated by way of dematerialised instructions. | ||
(2) In subsection (1) — | ||
‘dematerialised instructions’ mean instructions that are sent or received by means of a securities settlement system of a central securities depository in accordance with the procedures of that settlement system; | ||
‘offeror’ includes a person nominated by the offeror. | ||
Record date for participation and voting in general meeting | ||
1087G. The provisions of section 1105 shall apply to general meetings held by a relevant issuer with the modification that ‘record date’ (as that expression is used in that section) in relation to a relevant issuer shall be close of business on the day before a date not more than 72 hours before the general meeting to which it relates. | ||
Definition of subsidiary | ||
1087H. (1) For the purposes of section 7 (definition of subsidiary), in determining whether the lower company is a subsidiary of the superior company, any shares held or power exercisable by a central securities depository (or, as the case may be, a body nominated by that depository) in a relevant issuer for the purpose of the provision of a securities settlement system by that central securities depository (or, as the case may be, a body nominated by that depository) shall be treated as not held or exercisable by that depository (or, as the case may be, the body so nominated). | ||
(2) In subsection (1) — | ||
‘shares’ includes relevant securities; | ||
‘lower company’ and ‘superior company’ have the same meaning as they have respectively in section 7.”. | ||