The Gazette 1980

SEPTEMBER 1980

GAZETTE

(continued from page 179) of the last financial year, (b) profits brought forward and (c) reserves available for distribution 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as that allowed in subsections (2) to (1 I) of Section 60 of the Companies Act, 1963, which will therefore have to be repealed; but the exceptions per- mitted by subsection (13) of Section 60 conform with the provisions of the Directive.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 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 serious loss for this purpose. Increases in Subscribed Capital

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.

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