SCHEDULES

SCHEDULE 9Arrangements and reconstructions for companies in financial difficulty

PART 2Consequential amendments

Companies Act 2006

33

1

Part 17 (a company's share capital) is amended as follows.

2

In section 549 (exercise by directors of powers to allot shares etc), after subsection (3) insert—

3A

Subsection (1) does not apply to anything done for the purposes of a compromise or arrangement sanctioned in accordance with Part 26A (arrangements and reconstructions: companies in financial difficulty).

3

In Chapter 3 (allotment of equity securities: existing shareholders' right of pre-emption)—

a

in section 561 (existing shareholders' right of pre-emption), in subsection (5)(a), for “566” substitute “ 566A ”;

b

after section 566 insert—

566AException to pre-emption right: companies in financial difficulty

Section 561(1) (existing shareholders' right of pre-emption) does not apply to an allotment of equity securities that is carried out as part of a compromise or arrangement sanctioned in accordance with Part 26A (arrangements and reconstructions: companies in financial difficulty).

4

In section 594 (exception to valuation requirement: arrangement with another company), in subsection (6)(a)(i), after “Part 26” insert “ or 26A ”.

5

In section 616(1) (interpretation of Chapter 7), in paragraph (a) of the definition of “arrangement”, after “Part 26” insert “ or 26A ”.

6

In section 617 (alteration of share capital of limited company), in subsection (5)(e)(i), after “Part 26” insert “ or 26A ”.

7

In section 632 (variation of class rights: saving for court's powers under other provisions)—

a

in the entry for Part 26, after “reconstructions” insert “ : general ”;

b

after that entry (but before the “or”) insert— “ Part 26A (arrangements and reconstructions: companies in financial difficulty), ”.

8

In section 641 (circumstances in which a company may reduce its share capital)—

a

in subsection (2C), in the definition of “scheme”, after “Part 26” insert “ or 26A ”;

b

in subsection (7), for the words from “the phrase” to “Part 26”” substitute “the phrases “sanctioned by the court under Part 26” and “sanctioned by the court under Part 26A””.

9

In section 649 (registration of order and statement of capital), in subsection (3)—

a

in paragraph (a), after “reconstructions” insert “ : general ”;

b

after that paragraph insert—

aa

in the case of a reduction of share capital that forms part of a compromise or arrangement sanctioned by the court under Part 26A (arrangements and reconstructions: companies in financial difficulty)—

i

in the case of any company other than one to which sub-paragraph (ii) applies, on delivery of the order and statement of capital to the registrar;

ii

in the case of an overseas company that is not required to register particulars under section 1046, on publication of the order and statement of capital in the Gazette;

iii

in either case, if the court so orders, on the registration of the order and statement of capital;

c

in paragraph (b), for “any other case” substitute “ any case not falling within paragraph (a) or (aa) ”.