C2C1Part 17A company's share capital
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
C3Chapter 3Allotment of equity securities: existing shareholders' right of pre-emption
Pt. 17 Ch. 3 excluded (8.12.2017) by The Risk Transformation Regulations 2017 (S.I. 2017/1212), regs. 1(2), 176(4) (with reg. 189)
Existing shareholders' right of pre-emption
561Existing shareholders' right of pre-emption
1
A company must not allot equity securities to a person on any terms unless—
a
it has made an offer to each person who holds ordinary shares in the company to allot to him on the same or more favourable terms a proportion of those securities that is as nearly as practicable equal to the proportion in nominal value held by him of the ordinary share capital of the company, and
b
the period during which any such offer may be accepted has expired or the company has received notice of the acceptance or refusal of every offer so made.
2
Securities that a company has offered to allot to a holder of ordinary shares may be allotted to him, or anyone in whose favour he has renounced his right to their allotment, without contravening subsection (1)(b).
3
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4
Shares held by the company as treasury shares are disregarded for the purposes of this section, so that—
a
the company is not treated as a person who holds ordinary shares, and
b
the shares are not treated as forming part of the ordinary share capital of the company.
5
This section is subject to—
a
sections 564 to F2566A (exceptions to pre-emption right),
b
sections 567 and 568 (exclusion of rights of pre-emption),
c
sections 569 to 573 (disapplication of pre-emption rights), and
d
section 576 (saving for certain older pre-emption procedures).
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))