SCHEDULES

SCHEDULE 24ARTICLE 39 OF THE ORDER OF 1982, AS ORIGINALLY ENACTED

Relief from section 56 in respect of group reconstructions39

1

This Article applies where the issuing company—

a

is a wholly-owned subsidiary of another company ( “the holding company”); and

b

allots shares to the holding company or to another wholly-owned subsidiary of the holding company in consideration for the transfer to it of shares in another subsidiary (whether wholly-owned or not) of the holding company.

2

Where the shares in the issuing company allotted in consideration for the transfer are issued at a premium, the issuing company shall not be required by section 56 of the principal Act to transfer any amount in excess of the minimum premium value to the share premium account.

3

In paragraph (2) “the minimum premium value” means the amount (if any) by which the base value of the shares transferred exceeds the aggregate nominal value of the shares allotted in consideration for the transfer.

4

For the purposes of paragraph (3), the base value of the shares transferred shall be taken as—

a

the cost of those shares to the company transferring them; or

b

the amount at which those shares are stated in that company's accounting records immediately before the transfer;

whichever is the less.

5

Article 38 shall not apply in any case to which this Article applies.