The Companies (Northern Ireland) Order 1986 (revoked)

PART XVIF6 N.I. ORDERS IMPOSING RESTRICTIONS ON SHARES (ARTICLES 218, 224, 438)

F6 Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}

Consequence of order imposing restrictions N.I.

447.—(1) So long as any shares are directed to be subject to the restrictions of this Part [F1 then, subject to any directions made in relation to an order pursuant to Articles 218(5A), 224(1B), 438(1A) or 449(1A) or subject in the case of an interim order pursuant to Article 224(1A) to the terms of that order]

(a) any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void;

(b) no voting rights are exercisable in respect of the shares;

(c) no further shares shall be issued in right of them or in pursuance of any offer made to their holder; and

(d) except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.

(2) Where shares are subject to the restrictions of paragraph (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except[F1 such agreement or right as may be made or exercised under the terms of directions made by the Department or the court under Articles 218(5A), 224(1B), 438(1A), 449(1A) or of an interim order made under Article 224(1A) or] an agreement to[F2 transfer] the shares on the making of an order under Article 449(3)(b)).

(3) Where shares are subject to the restrictions of paragraph (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except[F1 such agreement or right as may be made or exercised under the terms of directions made by the Department or the court under Articles 218(5A), 224(1B), 438(1A), 449(1A) or of an interim order made under Article 224(1A) or] an agreement to transfer any such right on the[F2 transfer] of the shares on the making of an order under Article 449(3)(b)).

F1 SR 1992/257

F2 1990 NI 10

Punishment for attempted evasion of restrictions N.I.

448.—(1)  [F3 Subject to the terms of any directions made under Article 218(5A), 224(1B), 438(1A) or 449 or of an interim order made under Article 224(1A)] A person is liable to a fine if he—

(a) exercise or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares, or

(b) votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them, or

(c) being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy, or

(d) being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under Article 447(2) or (3).

(2) [F3 Subject to the terms of any directions made under Articles 218(5A), 224(1B), 438(1A) or 449 or of an interim order made under Article 224(1A)] If shares in a company are issued in contravention of the restrictions, the company and every officer of it who is in default is liable to a fine.

(3) Article 680 (restriction on prosecutions) applies to an offence under this Article.

F3 SR 1992/257

Relaxation and removal of restrictions N.I.

449.—(1) Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the court for an order directing that the shares be no longer so subject.

[F4 (1A) Where the court is satisfied that an order subjecting the shares to the restrictions of this Part unfairly affects the rights of third parties in respect of shares then the court, for the purpose of pretecting such rights and subject to such terms as it thinks fit and in addition to any order it may make under paragraph (1), may direct on an application made under that paragraph that such acts by such persons and for such purposes as may be set out in the order, shall not constitute breach of the restrictions of Part XVI.

Paragraph (3) does not apply to an order made under this paragragh.]

(2) If the order applying the restrictions was made by the Department, or it has refused to make an order disapplying them, the application may be made by any person aggrieved; and if the order was made by the court under Article 224 (non-disclosure of shareholding), it may be made by any such person or by the company.

(3) Subject as follows, and order of the court or the Department directing that shares shall cease to be subject to the restrictions may be made only if—

(a) the court or (as the case may be) the Department is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or

(b) the shares are to be[F5 transferred for valuable consideration] and the court (in any case) or the Department (if the order was made under Article 218 or 438) approves the[F5 transfer].

(4) [F4 Without prejudice to the power of the court to give directions under paragraph (1A),] where shares in a company are subject to the restrictions, the court may on application order the shares to be sold, subject to the court's approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions.

An application to the court under this paragraph may be made by the Department (unless the restrictions were imposed by court order under Article 224), or by the company.

(5) Where an order has been made under paragraph (4), the court may on application make such further order relating to the sale or transfer of the shares as it thinks fit.

An application to the court under this paragraph may be made—

(a)

by the Department (unless the restrictions on the shares were imposed by court order under Article 224), or

(b)

by the company, or

(c)

by the person appointed by or in pursuance of the order to effect the sale, or

(d)

by any person interested in the shares.

(6) An order (whether of the Department or the court) directing that shares shall cease to be subject to the restrictions of this Part, if it is—

(a) expressed to be made with a view to permitting a transfer of the shares, or

(b) made under paragraph (4),

may continue the restrictions mentioned in Article 447(1)(c) and (d), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.

(7) Paragraph (3) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under paragraph (6).

F4 SR 1992/257

F5 1990 NI 10

Further provisions on sale by court order of restricted shares N.I.

450.—(1) Where shares are sold in pursuance of an order of the court under Article 449(4) the proceeds of sale, less the costs of the sale, shall be paid into court for the benefit of the persons who are beneficially interested in the shares; and any such person may apply to the court for the whole or part of those proceeds to be paid to him.

(2) On application under paragraph (1) the court shall (subject to paragraph (3)) order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant's interest in the shares bears to the total value of the shares.

(3) On granting an application for an order under Article 449(4) or (5) the court may order that the applicant's costs be paid out of the proceeds of sale; and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds.