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GLOSSARY
A temporary measure that limits investors’ redemption rights often during a short period of time in order to prevent a ‘run on a fund’ in stressed market conditions.
PRACTICE NOTES
This Practice Note describes the procedure for a limited company to carry out redemption of its redeemable shares. Companies must comply with Part 18 of the Companies Act 2006 (CA 2006) when issuing redeemable shares and carrying out a redemption of those shares. There are additional procedural requirements in relation to a redemption of shares for: • listed companies, which must comply with both CA 2006 and the Listing Rules, and • AIM companies, which must comply with both the CA 2006 and the AIM Rules for Companies For further details on the additional procedural requirement for listed companies and AIM companies, see Practice Note: Public company redemptions of shares—initial considerations. Preliminary considerations Before proceeding with a redemption of shares, a company should consider a number of issues. For further detail on these preliminary considerations, see Practice Note: Private company redemptions of shares—initial considerations. Terms, conditions and manner of redemption A redemption of shares will be carried out in a manner, and in accordance with terms and conditions, already set by the directors when the redeemable
GLOSSARY
Investors in an open-ended fund can redeem their interest (shares or units) in a fund before it is wound up or dissolved in accordance with the constitutional documents of the fund. Subscriptions and redemptions can in some instances be made ‘in kind’ but are usually made in cash. Closed-ended funds do not offer redemption rights but hybrid funds can offer redemptions during a certain period of time, often following a lock-in period.
GLOSSARY
Calculation of the return that investors will earn on any bond if they hold it to redemption, taking into account income and any capital gain or loss that will be made at the maturity date.
GLOSSARY
To convert shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency. On 1 October 2009, the CA 2006, ss 622–628 introduced a new statutory regime for a redenomination of share capital. A redenomination of share capital may now be effected by way of a members' resolution, allowing greater flexibility for a company wanting to align its share capital to its working capital requirements.
PRACTICE NOTES
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been temporarily suspended or changed. For further details of the impact of COVID-19, see Practice Note: Coronavirus (COVID–19)—impact on company filing and administrative procedures [Archived]. A redenomination of share capital is the conversion of shares from having a fixed nominal value in one currency to having a fixed nominal value in another currency. Prior to 1 October 2009, a limited company having a share capital wanting to redenominate all or any of its share capital first had to cancel the shares by way of a reduction of capital or a share buyback (followed by a cancellation) before issuing new shares in the new currency. This process was administratively onerous, expensive and could have had potentially adverse tax consequences. On 1 October 2009, the Companies Act 2006 (CA 2006) introduced a new statutory regime for a redenomination of a company’s share capital or any class of its share capital. A redenomination of share capital may now be effected by way of a shareholders'
PRECEDENTS
Company number: [insert] [insert company name] [ Limited OR plc ] Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting] [am OR pm] Present: [insert name of director to be chairman] (Chairman)[insert names of directors who are physically present][[insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[insert names of those in attendance who do not count towards the quorum (eg the company secretary, any legal advisers) (if any)]] [ Apologies: ] [[insert names of directors who are unable to attend meeting (if any)]] 1 Notice and quorum [insert name] was appointed Chairman of the Meeting. It was reported that proper notice of the Meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly, the
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GLOSSARY
A company limited by shares that passes a resolution to redenominate its share capital may reduce its share capital pursuant to an expedited procedure. The reduction of capital under this provision must be for the purpose of adjusting the nominal values of the redenominated shares to obtain values that are, in the opinion of the company, more suitable. The amount by which a company's share capital is reduced in connection with redenomination must be transferred to a reserve, called the redenomination reserve. This reserve may be applied by the company in paying up shares to be allotted to members as fully paid bonus shares. The amount by which a company’s share capital is reduced must not exceed 10% of the nominal value of the company's allotted share capital immediately after the reduction. Subject to that, the provisions of the CA 2006 relating to the reduction of a company's share capital apply as if the redenomination reserve were paid-up share capital of the company.
PRECEDENTS
Claimant’s description of documentation requested Claimant’s position on relevance and materiality Respondent’s response to the claimant’s requests and reasons Any reply from the claimant on the respondent’s response to requests The tribunal’s decision and/or order 1. All correspondence, between 1 January 2015 and 30 December 2020, between the respondent and all of its suppliers concerning extensions of time for deliveries. The claimant believes that the defendant regularly allowed its suppliers additional time for deliveries and used the single occasion of late delivery by the claimant as an excuse to terminate the Agreement for purely financial reasons. This correspondence, which the respondent should have retained, will confirm this. The respondent objects to this request because it is for a wide category of documents which will be onerous to locate and produce. It is not a ‘narrow and specific’ category as required by Article 3(a)(ii) of the IBA Rules. Further, the question of whether the respondent allowed other suppliers extensions of time in the six years covered by this request is not relevant to the pleaded issues and is irrelevant to the parties’ contractual