PART XIENFORCEMENT OF FAIR DEALING BY DIRECTORS

Restrictions on a company's power to make loans, etc. to directors and persons connected with them

“Relevant amounts” for the purposes of Articles 342ff.347.

(1)

This Article has effect for defining the “relevant amounts” to be aggregated under Articles 342, 343(1), 345(3) and 346(4); and in relation to any proposed transaction or arrangement and the question whether it falls within one or other of the exceptions provided by those Articles, “the relevant exception” is that exception; but where the relevant exception is the one provided by Article 342 (loan of small amount), references in this Article to a person connected with a director are to be disregarded.

(2)

Subject as follows, the relevant amounts in relation to a proposed transaction or arrangement are—

(a)

the value of the proposed transaction or arrangement,

(b)

the value of any existing arrangement which—

(i)

falls within Article 338(6) or (7), and

(ii)

also falls within paragraph (3) of this Article, and

(iii)

was entered into by virtue of the relevant exception by the company or by a subsidiary of the company or, where the proposed transaction or arrangement is to be made for a director of its holding company or a person connected with such a director, by that holding company or any of its subsidiaries;

(c)

the amount outstanding under any other transaction—

(i)

falling within paragraph (3), and

(ii)

made by virtue of the relevant exception, and

(iii)

made by the company or by a subsidiary of the company or, where the proposed transaction or arrangement is to be made for a director of its holding company or a person connected with such a director, by that holding company or any of its subsidiaries.

(3)

A transaction falls within this paragraph if it was made—

(a)

for the director for whom the proposed transaction or arrangement is to be made, or for any person connected with that director; or

(b)

where the proposed transaction or arrangement is to be made for a person connected with a director of a company, for that director or any person connected with him;

and an arrangement also falls within this paragraph if it relates to a transaction which does so.

(4)

But where the proposed transaction falls within Article 346 and is one whichF1 a banking company proposes to enter into under Article 346(6) (housing loans, etc.), any other transaction or arrangement which apart from this paragraph would fall within paragraph (3) does not do so unless it was entered into in pursuance of Article 346(6).

(5)

A transaction entered into by a company which is (at the time of that transaction being entered into) a subsidiary of the company which is to make the proposed transaction, or is a subsidiary of that company's holding company, does not fall within paragraph (3) if at the time when the question arises (that is to say, the question whether the proposed transaction or arrangement falls within any relevant exception), it no longer is such a subsidiary.

(6)

Values for the purposes of paragraph (2) are to be determined in accordance with Article 348 and “the amount outstanding” for the purposes of paragraph (2)(c) is the value of the transaction less any amount by which that value has been reduced.