C1Part IV Shares, securities, options etc.
C4C2Chapter II Reorganisation of share capital, conversion of securities etc.
Pt. IV Ch. II modified (1.1.1999) by The European Single Currency (Taxes) Regulations 1998 (S.I. 1998/3177), regs. 1, 39
Pt. IV Ch. II modified (with effect in accordance with s. 63(4) of the amending Act) by Finance Act 2000 (c. 17), Sch. 15 para. 88
Conversion of securities
C3132 Equation of converted securities and new holding.
1
Sections 127 to 131 shall apply with any necessary adaptations in relation to the conversion of securities as they apply in relation to a reorganisation (that is to say, a reorganisation or reduction of a company’s share capital).
2
This section has effect subject to sections 133 and 134.
3
For the purposes of this section and section 133—
a
“conversion of securities” includes F1any of the following, whether effected by a transaction or occurring in consequence of the operation of the terms of any security or of any debenture which is not a security, that is to say—
i
a conversion of securities of a company into shares in the company, and
F2ia
a conversion of a security which is not a qualifying corporate bond into a security of the same company which is such a bond, and
ib
a conversion of a qualifying corporate bond into a security which is a security of the same company but is not such a bond, and
ii
a conversion at the option of the holder of the securities converted as an alternative to the redemption of those securities for cash, and
iii
any exchange of securities effected in pursuance of any enactment (including an enactment passed after this Act) which provides for the compulsory acquisition of any shares or securities and the issue of securities or other securities instead,
b
“security” includes any loan stock or similar security whether of the Government of the United Kingdom or of any other government, or of any public or local authority in the United Kingdom or elsewhere, or of any company, and whether secured or unsecured.
F34
In subsection (3)(a)(ia) above the reference to the conversion of a security of a company into a qualifying corporate bond includes a reference to—
a
any such conversion of a debenture of that company that is deemed to be a security for the purposes of section 251 as produces a security of that company which is a qualifying corporate bond; and
b
any such conversion of a security of that company, or of a debenture that is deemed to be a security for those purposes, as produces a debenture of that company which, when deemed to be a security for those purposes, is such a bond.
5
In subsection (3)(a)(ib) above the reference to the conversion of a qualifying corporate bond into a security of the same company which is not such a bond includes a reference to any conversion of a qualifying corporate bond which produces a debenture which—
a
is not a security; and
b
when deemed to be a security for the purposes of section 251, is not such a bond.
Pt. IV: power to modify conferred (7.4.2005) by Finance Act 2005 (c. 7), s. 21(8)-(10)