The Financial Services Act 1986 (Single Property Schemes) (Exemption) Regulations 1989

Matters requiring approval by meeting of participants

22.—(1) In addition to any other matter for which the approval of a meeting of participants is required by any provision of these Regulations–

(a) the terms of a corporate based scheme must provide that the approval of a majority representing at least 51% in number of the units in the scheme held by participants given in a meeting of participants convened in accordance with the terms of the scheme is required if the documents constituting the scheme are to be amended so as to vary the terms of the scheme which relate to the matters mentioned in regulation 19; and

(b) subject to the provisions of paragraphs (2) and (3), the terms of a scheme must provide that approval, given in a meeting of participants convened in accordance with the terms of the scheme, of a majority in number of the units held by participants present and voting in person or by proxy is required for–

(i) any acquisition of any freehold or leasehold interest in any further land or building as part of the property subject to the scheme;

(ii) the expenditure of any capital sum in connection with the grant or purchase of any lease or other rights over the land or the building or group of adjacent or contiguous buildings forming part of the property subject to the scheme;

(iii) the expenditure of any capital sum on the redevelopment, extension, refurbishment or repair of the building or group of adjacent or contiguous buildings forming part of the property subject to the scheme except any such expenditure as is necessary in order to finance work of the kind described in regulation 19(2)(b);

(iv) except where one class of units is being converted into units of another class, any issue of units additional to those issued in pursuance of an offer made at the time participation in the scheme was first promoted otherwise than in accordance with the provisions of section 76(2) of the Act or otherwise than in accordance with the provisions of regulations made under section 76(3);

(v) the accumulation of any income of the scheme except where income is accumulated for the purpose of reserving an amount as mentioned in regulation 9(2); and

(vi) the removal of any person appointed to audit the accounts of the scheme.

(2) The provisions of paragraph (1)(b) shall not have effect in relation to any proposed transaction, or related series of proposed transactions, of a kind falling within any of sub-paragraphs (i) to (iv) of paragraph (1)(b) which, in the reasonable opinion of the operator, would not involve the receipt or expenditure of a sum, which, in a case falling within paragraph (1)(b)(iv), is 5% or more, or, in any other case, is 15% or more, of the value of all units in the scheme in issue, calculated on the basis that the value of each unit is the price quoted, at the close of business on the most recent business day before whichever is relevant of the day on which the contract for the acquisition or, as the case may be, the expenditure was entered into or the day on which the decision to issue the units was taken, on a recognised investment exchange on which units in the scheme are traded as the lowest price at which units could be bought in what, in the reasonable opinion of the operator, is a standard number.

(3) Regulation 12(3) shall apply for the purposes of paragraph (1)(b)(i) and (ii) as it applies for the purposes of regulation 12(1) but taking the reference to the proposed purchaser to be–

(a) in the case of paragraph (1)(b)(i) a reference to the person from whom it is proposed to acquire the interest; and

(b) in the case of paragraph (1)(b)(ii) a reference to the person to whom or from whom it is proposed to grant or, as the case may be, purchase the lease or other rights.

(4) Regulation 12(3)(b) shall apply for the purposes of paragraph (1)(b)(vi) as it applies for the purposes of regulation 12(1) but taking the reference to the proposed purchaser to be a reference to the person who it is proposed should be removed.