Statutory Water Companies Act 1991 (repealed)

13 Review by High Court of resolution substituting memorandum and articles. E+W

(1) Where a special resolution has been passed containing a proposal, in relation to a company, for a memorandum and articles to have effect as mentioned in subsection (1) of section 12 above, an application for the resolution to be cancelled may be made to the High Court—

(a) by the holders of not less, in the aggregate, than fifteen per cent., in nominal value, of the company’s issued share capital or issued stock;

(b) by the holders of not less, in the aggregate, than fifteen per cent., in nominal value, of the issued shares or stock of any class in respect of which a consent to or approval of the proposal to which the resolution relates is required for the purposes of subsection (2)(b) of that section; or

(c) if the resolution incorporates a modification of the company’s objects, by the holders of not less than fifteen per cent. of such of the company’s debentures as entitle the holders to object under this section to such a modification;

but an application under this section shall not be made by any person who has consented to or voted in favour of the proposal (whether for the purposes of subsection (1) or for the purposes of subsection (2)(b) of that section).

(2) Accordingly, in the case of such a special resolution for the purposes of section 12(1) above as incorporates a modification of the company’s objects—

[F1 (aa) notice must be given to the holders of debentures entitling the holders to object under this section to a modification of the company’s objects;

(ab) that notice must—

(i) in the case of a written resolution, be given no later than the last day on which copies of the resolution are sent or submitted to members of the company, and

(ii) in the case of a resolution to be proposed at a meeting, be the same notice as is given for the purposes of the resolution to members of the company; and]

(b) in the absence of any local statutory provision regulating the giving of that notice, that notice shall be given in accordance with the provisions regulating the giving of the notice to the members.

(3) An application under this section—

(a) may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint in writing for the purpose; but

(b) shall not be made in relation to any special resolution more than twenty-one days after the date of the last resolution, consent or approval to be passed or given—

(i) for the purposes of subsection (1)(b) or (2)(b) of section 12 above; or

(ii) for the purposes, in connection with the company’s becoming a registered water company, of section 681 of the 1985 Act (procedural requirements for registration).

(4) The powers of the High Court on an application under this section shall be to do one or more of the following, that is to say—

(a) to make an order, on such terms and conditions as it thinks fit, cancelling the resolution to which the application relates or confirming the proposal contained in that resolution either subject to such modifications of the proposed memorandum and articles as may be specified in the order or without modifications;

(b) if it thinks fit, to adjourn the proceedings in order that arrangements may be made to the Court’s satisfaction for the purchase of the interests of dissentient members or for the payment of compensation to such members;

(c) to give such directions and make such orders as it thinks expedient for facilitating or carrying into effect any such arrangement; and

(d) to require that provision contained in any memorandum and articles, as confirmed by the Court, shall not at any time be modified in the respects specified in the Court’s order except with the leave of the Court.

(5) Without prejudice to the powers conferred by subsection (4)(c) above, an order of the High Court under this section may (if the Court thinks fit) provide for—

(a) the purchase by a company of the shares or stock of any members of the company; and

(b) the reduction accordingly of the company’s capital;

and an order which so provides shall not confirm a proposal for a memorandum and articles to have effect in substitution for any local statutory provisions except subject to such modifications (if any) as may be required in consequence of that purchase and reduction.

(6) The High Court shall not on an application under this section confirm any proposal in so far as it incorporates such an alteration of a company’s objects as could not be made under section 4 of the 1985 Act (alteration of objects) if the company were entitled to alter its objects under that section.

(7) The debentures entitling the holders to object under this section to a modification of a company’s objects are any debentures secured on the company’s undertaking which—

(a) were issued or first issued before 6th July 1989; or

(b) form part of the same series as any debentures so issued but have been issued on or after that date;

and in this section “debentures” has the same meaning as in the 1985 Act.

Textual Amendments

F1 S. 13(2)(aa)(bb) substituted (1.10.2007) for s. 13(2)(a) by Companies Act 2006 (Commencement No.3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 1(3)(a), Sch. 4 para. 67 (with art. 12)