Document ID: chunk:federal_register_of_legislation:C2004A02825:body:0:p37
Version: federal_register_of_legislation:C2004A02825
Segment Type: other
Provision Reference: 
Character Range: 90026–92707

words after "Act".

Repeal of section 109
47. Section 109 of the Principal Act is repealed.

Restriction on application of capital of company
48. Section 116 of the Principal Act is amended—
     (a) by omitting from sub-section (1) "or 118"; and
     (b) by omitting from sub-section (2) "117 or".

Power to make certain payments
49. Section 117 of the Principal Act is amended by omitting sub-sections (1) and (2) and substituting the following sub-sections:
"(1) Subject to sub-section (2), a company may make a payment by way of brokerage or commission to a person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the company if, and only if—
     (a) the payment is not prohibited by the memorandum or articles;
     (b) the amount of the proposed payment, or the rate at which the payment is proposed to be made, is disclosed in the prospectus in respect of the shares or, if there is no such prospectus, in a statement lodged with the Commission before the company becomes liable to make the payment; and
     (c) the number of shares for which persons have agreed, for a payment by way of brokerage or commission, to subscribe absolutely is set out in that prospectus or statement.
"(2) Sub-section (1) does not permit a company to make a payment by way of brokerage or commission in respect of shares in the company if the amount of the payment, or, if another payment or other payments by way of brokerage or commission has or have been made by the company in respect of those shares, the sum of the amount of the first-mentioned payment and the other payment or payments, exceeds—
     (a) 10% of the total of the amount payable in respect of the shares upon their allotment; or
     (b) such amount (if any), or an amount calculated at such rate (if any), as is authorized by the articles,
whichever is the lesser.".

Power of company to alter its share capital
50. Section 121 of the Principal Act is amended by inserting after sub-section (1) the following sub-section:
"(1a) An alteration made in the memorandum in accordance with sub-section (1) takes effect on the date of the resolution or such later date as is specified in the resolution.".

Special resolution for reduction of share capital
51. Section 123 of the Principal Act is amended by omitting from sub-section (7) "retrospective".

Substantial shareholdings and substantial shareholders
52. Section 136 of the Principal Act is amended by inserting in paragraph (2) (b) "or under a provision of a law of a participating State or