The Gazette 1980

GAZETTE

SEPTEMBER 1980

(continued from page 179)

of the last financial year, (b) profits brought forward and

less

the aggregate of

(d) any losses and (e) sums required to be transferred to

reserves. This is also a substantial change from the

present position in Ireland where previous losses do not

have to be made good before a dividend can be paid. The

Directive contains similar provisions in relation to interim

dividends.

The Directive prohibits a company subscribing for its

own shares (which is no change from the present position

in Ireland) but also expressly provides that a person

subscribing as nominee for the company shall be deemed

to have done so on his own behalf and to be personally

liable for the subscription price. The Directive also

contains provisions which permit a company to acquire

its own shares on certain strict conditions: Irish law in this

area is generally more restrictive than the provisions of

the Directive, but the rules relating to forfeiture of shares

will require modification.

The Directive also prohibits a company from giving

financial assistance to a third party for the purpose of

acquiring shares in the company. No provision is made

for a procedure such as that allowed in subsections (2) to

(1 I) of Section 60 of the Companies Act, 1963, which

will therefore have to be repealed; but the exceptions per-

mitted by subsection (13) of Section 60 conform with the

provisions of the Directive.

Redeemable shares are permitted on essentially the

same terms as those set out in Section 64 of the

Companies Act, 1963.

Where there is a "serious loss of subscribed capital",

the Directive requires the company to call a general

meeting of shareholders to consider whether the company

should be wound up or other measures taken. The loss of

half or more of the subscribed capital is deemed to be a

serious loss for this purpose.

Increases in Subscribed Capital

A company may increase its share capital or issue

convertible securities only with the approval of a general

meeting and where there are several classes of shares, the

decision of the company will be subject to a separate vote

of each class whose rights are affected by the transac-

tion. This will extend the rights of class shareholders

under Irish law in such a situation.

Where a company's equity share capital is increased

by consideration in cash, the Directive requires the com-

pany to offer existing equity shareholders the opportunity

to purchase the new shares in proportion to their existing

shareholdings. This right of pre-emption will also apply

where a company issues securities convertible into equity

shares. The Directive allows but does not oblige Member

States to provide that, where a company has several

classes of shares, new shares must first be ofTered to the

shareholders of the class to which they belong before they

are offered to shareholders in other classes. Pre-emption

rights may be rcsticted or withdrawn by a two-thirds

majority of the shareholders (or by simple majority if the

holders of half the subscribed capital are present at the

meeting at which the proposal is discussed).

Reduction of Subscribed Capital

A reduction in capital also requires the approval of a

two thirds majority of the shareholders unless the holders

of half the issued share capital are present at the meeting,

in which case a simple majority is sufficient. Approval of

the court is not required by the Directive (although it will

remain necessary unless Section 72 of the Companies

Act, 1963, is amended). Member States laws must

contain adequate safeguards for creditors of companies

whose capital it is proposed to reduce and a company

may not of course reduce its capital below the minimum

capital limit.

We're

smaller,

thatfsall.

How does Anglo-Irish differ from its

competitors.

We're smaller.

We stay open at lunch.

We can otter our customers a more personal

service.

That'sall.

We can h a nd le business a s big a s the big

b a nk s, bu s i n e ss a s small. We can do so for

individuals or on a corporate level.

Incidentally, we pay depositors up to 14'/2%

interest on their accounts.

In tact, anything the other banks can do, we

c an do... just a s well.

ANGLO IRISH BANK

35, St. Stephens Green, Dublin 2. Tel: 01-763502

22, William Street Limenck. Tel: 061-49522.

We're smaller,that's all.

181