Versions

 

621. Conditional exceptions

Past version: effective from 29/04/2020 - 28/04/2020
To view other versions open the versions tab on the right

(1) Neither section 617 nor section 618 prohibits a transaction to which this section applies-
(a) if the company giving the financial assistance is a private company, or
(b) if the company giving the financial assistance is a public company and-
(i) the company has net assets that are not reduced by the giving of the assistance, or
(ii) to the extent that those assets are so reduced, the assistance is provided out of distributable profits.
(2) The transactions to which this section applies are-
(a) where the lending of money is part of the ordinary business of the company, the lending of money in the ordinary course of the company’s business,
(b) the provision by the company, in good faith in the interests of the company or its holding company, of financial assistance for the purposes of an employees’ share scheme,
(c) the provision of financial assistance by the company for the purposes of or in connection with anything done by the company (or another company in the same group) for the purpose of enabling or facilitating transactions in shares in the first-mentioned company or its holding company between, and involving the acquisition of beneficial ownership of those shares by-
(i) bona fide employees or former employees of that company (or another company in the same group), or
(ii) spouses, widows, widowers, or minor children or step-children of any such employees or former employees;
(d) the making by the company of loans to persons (other than directors) employed in good faith by the company with a view to enabling those persons to acquire fully paid shares in the company or its holding company to be held by them by way of beneficial ownership.
(3) The references in this section to “net assets” are to the amount by which the aggregate of the company’s assets exceeds the aggregate of its liabilities.
(4) For this purpose-
(a) the amount of both assets and liabilities shall be taken to be as stated in the company’s accounting records immediately before the financial assistance is given, and
(b) “liabilities” includes any amount retained as reasonably necessary for the purpose of providing for a liability the nature of which is clearly defined and that is either likely to be incurred or certain to be incurred but uncertain as to amount or as to the date on which it will arise.
(5) For the purposes of subsection (2)(c) a company is in the same group as another company if it is a holding company or subsidiary of that company or a subsidiary of a holding company of that company.