COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165C Power to impose restrictions on shares or debentures.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165C

Power to impose restrictions on shares or debentures.

165C.(1) Where in connection with an investigation under either section 165A
or section 165B it appears to the Department that there is difficulty in
finding out the relevant facts about any shares (whether issued or to be
issued), and that the difficulty is due wholly or mainly to the unwillingness
of the persons concerned or any of them to assist the investigation as
required by this Act, the Department may by order direct that the shares shall
until further order be subject to the restrictions imposed by this section.

(2) So long as any shares are directed to be subject to the restrictions
imposed by this section

(a)any transfer of those shares, or in the case of unissued shares any
transfer of the right to be issued therewith and any issue thereof, shall be
void;

(b)no voting rights shall be exercisable in respect of those shares;

(c)no further shares shall be issued in right of those shares or in pursuance
of any offer made to the holder thereof;

(d)except in a liquidation, no payment shall be made of any sums due from
the company on those shares, whether in respect of capital or otherwise.

(3) Where the Department makes an order directing that shares shall be subject
to the said restrictions, or refuses to make an order directing that shares
shall cease to be subject thereto, any person aggrieved thereby may apply to
the court, and the court may, if it sees fit, direct that the shares shall
cease to be subject to the said restrictions.

(4) Any order (whether of the Department or of the court) directing that
shares shall cease to be subject to the said restrictions which is expressed
to be made with a view to permitting a transfer of those shares may continue
the restrictions mentioned in paragraphs (c) and (d) of sub-section (2),
either in whole or in part, so far as they relate to any right acquired or
offer made before the transfer.

(5) Any person who

(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 said restrictions 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 thereof; or

(c)being the holder of any such shares, fails to notify of their being subject
to the said restrictions any person whom he does not know to be aware of that
fact but does know to be entitled, apart from the said restrictions, to vote
in respect of those shares whether as holder or proxy;

(6) Where shares in any company are issued in contravention of the said
restrictions, the company and every officer of the company who is in default
shall be guilty of an offence and be liable to a fine not exceeding #500.

(7) A prosecution shall not be instituted under this section except by or with
the consent of the Department.

(8) This section shall apply in relation to debentures as it applies in
relation to shares.]

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165C