Economic and Monetary Union Act, 1998

Renominalisation of shares.

26.—(1) This section shall apply—

(a) to every company having a share capital, and

(b) notwithstanding anything to the contrary contained in the Companies Acts, 1963 to 1990, or in the memorandum or articles of association of a company to which this section applies.

(2) Following any redenomination of share capital or any part thereof into the euro unit pursuant to section 25 , or where at the end of the transitional period Article 14 (which relates to the reading, at the end of the transitional period, of references in legal instruments to national currency units as references to the euro unit) of the Council Regulation of 1998 applies, the authorised and issued, or to be issued, share capital and the nominal par value of shares in a company may be further adjusted to achieve nominal share values considered appropriate to the then share price in the euro unit (in this section referred to as “renominalisation”) in accordance with subsections (3) and (4) but such adjustments shall not reduce the nominal value of any share to zero.

(3) A company to which this section applies may by ordinary resolution—

(a) passed by the shareholders in general meeting, or

(b) if the articles of association so permit, in writing signed by all the members of the company for the time being entitled to attend and vote on such resolution in accordance with section 141 (8) of the Companies Act, 1963 ,

alter the provisions of the memorandum and articles of association to effect renominalisation, provided there is an appropriate adjustment in distributable reserves (being profits available for distribution to which section 45 (2) of the Companies (Amendment) Act, 1983 , relates) or through the introduction of additional capital, which shall be properly accounted for, and where there is not a decrease in share capital.

(4) (a) Where the result of the renominalisation by virtue of subsection (2) would be a decrease in the whole or part of the authorised and issued share capital, or in a class of shares, a special resolution shall be required to be passed—

(i) in the case of the authorised and issued share capital, by the shareholders, or

(ii) in the case of a class of share, by the shareholders of the class,

to the effect that there shall be transferred to a fund to be known as the Capital Conversion Reserve Fund, an amount equal to the aggregate amount of the capital reduced as a result of the renominalisation in accordance with subsection (2), and that the amount so transferred does not represent more than 10 per cent of the reduced share capital.

(b) The provisions of the Companies Act, 1963 , which relate to the reduction of the share capital of a company shall, except as provided in this section, apply as if the Capital Conversion Reserve Fund were paid up share capital of the company concerned.

(5) Any renominalisation of the nominal value of issued share capital under this section shall be deemed not to be a reduction of share capital within the meaning of the Companies Acts, 1963 to 1990.

(6) Any renominalisation of shares under this section shall not of itself affect or vary the obligation of a shareholder to pay the amount, if any, unpaid on such shares.

(7) Any renominalisation under this section shall not in any way change the rights, privileges or advantages that were held by, or obligations, restrictions or limitations imposed on, shareholders prior to the passing of the resolution in relation to dividends, voting at meetings or other matters.

(8) A company shall send a printed copy of any resolution under subsection (3) or (4) to the Registrar of Companies within 15 days of the passing of any such resolution and the Registrar shall duly record every such resolution so sent.

(9) (a) Where a company fails to comply with subsection (8) it shall be guilty of an offence and be liable, on summary conviction, to a fine not exceeding £250.

(b) Where an offence under this subsection is committed by a body corporate and is proved to have been so committed with the consent, connivance or approval of or to be attributable to any neglect on the part of a person being a director, secretary or other officer of the body corporate, or any other person who was acting or purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

(10) The Capital Conversion Reserve Fund may, notwithstanding any other provision of this section, be applied by the company concerned in paying up unissued shares of that company (other than redeemable shares) to be allotted to shareholders of the company as fully paid bonus shares.

(11) This section, other than subsections (8), (9), (10) and this subsection, shall cease to have effect from the 30th day of June, 2003.