The Companies (Authorised Minimum) Regulations 2009

Registration of a court order confirming a capital reduction: assumptions which may be made by the registrar

5.—(1) This regulation applies where a public company delivers to the registrar under section 649 a copy of an order of the court confirming a reduction of its share capital and the court has not directed the order to be registered.

(2) Where the circumstances in paragraph (3), (4) or (5) exist, the registrar may make the assumption in paragraph (6).

(3) The circumstances in this paragraph are that—

(a) taking account of the effect of the reduction of its capital, the company has allotted share capital denominated in more than one currency;

(b) either the Financial Times did not publish, on or before the reference date, an exchange rate referred to in regulation 4(2) relevant to converting into sterling a currency in which the company’s allotted share capital is denominated or it did not publish, on or before that date, such a rate relevant to converting such a currency into euros; and

(c) the company has not delivered to the registrar, in respect of every such currency for which the Financial Times did not publish such an exchange rate on or before the reference date, a copy of a certificate referred to in regulation 4(3).

(4) The circumstances in this paragraph are that—

(a) taking account of the effect of the reduction of its share capital, the company has allotted share capital denominated in more than one currency;

(b) the Financial Times published, on or before the reference date, what appears to be an exchange rate referred to in regulation 4(2) relevant to converting into sterling or euros a currency in which the company’s allotted share capital is denominated but the company can show that there was a publication error; and

(c) the company has not delivered to the registrar, for every currency in respect of which the company can show such a publication error, a copy of a certificate referred to in regulation 4(3).

(5) The circumstances in this paragraph are that—

(a) taking account of the effect of the reduction of its share capital, the company has allotted share capital denominated in more than one currency;

(b) in respect of one or more of the exchange rates referred to in regulation 4(2) relevant to converting into sterling or euros the currencies in which the company’s allotted share capital is denominated there is no evidence of what (if any) was the rate published on or before the reference date by the Financial Times; and

(c) the company has not delivered to the registrar, for every such currency in respect of which there is no such evidence, a copy of a certificate referred to in regulation 4(3).

(6) The registrar may (but is not required to) assume for the purposes of sections 649(1) and 650(1) and (2) that the reduction of the company’s share capital has the effect of bringing the nominal value of the company’s allotted share capital below the authorised minimum.