• CHAPTER 2 CHAPTER 2 ORDERS IMPOSING RESTRICTIONS ON SHARES (SECTION 904)

    • 922. Consequence of order imposing restrictions

      (1) So long as any shares are directed to be subject to the restrictions of this Part then, subject to any directions made in relation to an order pursuant to section 904 or 924
      (a) any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of them, is void,
      (b) no voting rights are exercisable in respect of the shares,
      (c) no further shares shall be issued in right of them or in pursuance of any offer made to their holder, and
      (d) except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise.
      (2) Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except such agreement or right as may be made or exercised under the terms of directions made by the Registrar or the Court under section 904 or 924 or an agreement to transfer the shares on the making of an order under section 924(4)(b) below).
      (3) Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except such agreement or right as may be made or exercised under the terms of directions made by the Registrar or the Court under section 904 or 924 or an agreement to transfer any such right on the transfer of the shares on the making of an order under section 924(4)(b) below).

    • 923. Punishment for attempted evasion of restrictions.

      (1) Subject to the terms of any directions made under section 904 or 924 a person commits a contravention of these Regulations if he—
      (a) exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares, or
      (b) votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them, or
      (c) being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy, or
      (d) being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 922(2) or 922(3).
      (2) Subject to the terms of any directions made under section 904 or 924 if shares in a company are issued in contravention of the restrictions, a contravention of these Regulations is committed by—
      (a) the company, and
      (b) every officer of the company who is in default.
      (3) A person who commits a contravention of these Regulations under this section shall be liable to a level 3 fine.

    • 924. Relaxation and removal of restrictions.

      (1) Where shares in a company are by order made subject to the restrictions of this Part, application may be made to the Court for an order directing that the shares be no longer so subject.
      (2) Where the Court is satisfied that an order subjecting the shares to the restrictions of this Part unfairly affects the rights of third parties in respect of shares then the Court, for the purpose of protecting such rights and subject to such terms as it thinks fit and in addition to any order it may make under subsection (1), may direct on an application made under that subsection that such acts by such persons or descriptions of persons and for such purposes, as may be set out in the order, shall not constitute a breach of the restrictions of this Chapter.

      Subsection (4) does not apply to an order made under this subsection.
      (3) If the order applying the restrictions was made by the Registrar, or it has refused to make an order disapplying them, the application may be made by any person aggrieved.
      (4) Subject as follows, an order of the Court or the Registrar directing that shares shall cease to be subject to the restrictions may be made only if—
      (a) the Court or (as the case may be) the Registrar is satisfied that the relevant facts about the shares have been disclosed to the company and no unfair advantage has accrued to any person as a result of the earlier failure to make that disclosure, or
      (b) the shares are to be transferred for valuable consideration and the Court (in any case) or the Registrar (if the order was made under section 904) approves the transfer.
      (5) Without prejudice to the power of the Court to give directions under subsection (2), where shares in a company are subject to the restrictions, the Court may on application order the shares to be sold, subject to the Court's approval as to the sale, and may also direct that the shares shall cease to be subject to the restrictions.

      An application to the Court under this subsection may be made by the Registrar or by the company.
      (6) Where an order has been made under subsection (5), the Court may on application make such further order relating to the sale or transfer of the shares as it thinks fit.

      An application to the Court under this subsection may be made—
      (a) by the Registrar, or
      (b) by the company, or
      (c) by the person appointed by or in pursuance of the order to effect the sale, or
      (d) by any person interested in the shares.
      (7) An order (whether of the Registrar or the Court) directing that shares shall cease to be subject to the restrictions of this Part, if it is—
      (a) expressed to be made with a view to permitting a transfer of the shares, or
      (b) made under subsection (5) of this section,
      may continue the restrictions mentioned in paragraphs (c) and (d) of section 924, either in whole or in part, so far as they relate to any right acquired or offer made before the transfer.
      (8) Subsection (4) does not apply to an order directing that shares shall cease to be subject to any restrictions which have been continued in force in relation to those shares under subsection (7).

    • 925. Further provisions on sale by Court order of restricted shares

      (1) Where shares are sold in pursuance of an order of the Court under section 924(4) the proceeds of sale, less the costs of the sale, shall be paid into Court for the benefit of the persons who are beneficially interested in the shares, and any such person may apply to the Court for the whole or part of those proceeds to be paid to him.
      (2) On application under subsection (1) the Court shall (subject as provided below) order the payment to the applicant of the whole of the proceeds of sale together with any interest thereon or, if any other person had a beneficial interest in the shares at the time of their sale, such proportion of those proceeds and interest as is equal to the proportion which the value of the applicant's interest in the shares bears to the total value of the shares.
      (3) On granting an application for an order under section 924(4) or 924(5) the Court may order that the applicant's costs be paid out of the proceeds of sale, and if that order is made, the applicant is entitled to payment of his costs out of those proceeds before any person interested in the shares in question receives any part of those proceeds.