The Risk Transformation Regulations 2017

Redenomination: supplementary

105.—(1) Where a share is redenominated, the new nominal value of that share is equal to—

where—

• “r” is the appropriate spot rate of exchange for converting the old nominal value to the new nominal value;

• “A” is the sum total of the old nominal values of all the shares subject to redenomination;

• “N” is the total number of shares being redenominated.

(2) A redenomination of shares does not affect—

(a) the rights and obligations of persons holding shares under the protected cell company’s instrument of incorporation, including in particular—

(i) the entitlement to dividends (including the entitlement to dividends in a particular currency);

(ii) voting rights;

(iii) any liability in respect of amounts unpaid on shares; or

(b) any restrictions affecting such persons under the instrument of incorporation.

(3) For this purpose, the protected cell company’s instrument of incorporation is deemed to include the terms on which the shares were allotted or held.

(4) Subject to paragraph (2), references to the old nominal value of the shares in any agreement, statement, deed, instrument or document, are (unless the context otherwise requires) to be read after the resolution takes effect as references to the new nominal value of the shares.