Telecommunications (Miscellaneous Provisions) Act 1996

Miscellaneous agreements.

9

9. (1) F12 [ Subject to subsection (2) , the Minister with the consent of the Minister for Finance may enter into one or more agreements in connection with the sale or issue of equity in the company or enter into one or more agreements in connection with both the sale and issue of equity in the company. ]

(2) Any agreement entered into pursuant to subsection (1) may include—

( a) provisions relating to—

(i) amendments to the memorandum and articles of association of the company,

(ii) directors,

(iii) shareholders,

(iv) voting rights,

(v) dividend policy,

(vi) investments,

(vii) representations, warranties and indemnities, and

(viii) restrictions on the alienability of shares;

and

( b) such other matters as the Minister with the consent of the Minister for Finance may from time to time consent to F13 [ , including customary provisions contained in an underwriting agreement ].

(3) F14 [ Section 60 of the Companies Act, 1963 , shall not apply to any representation made or warranty or indemnity given by the company or any subsidiary thereof (within the meaning of section 155(1) of the Companies Act, 1963 ), or any financial obligations undertaken in relation thereto by the company, in connection with the issue by the company or the sale or transfer by any shareholder of shares in the company pursuant to an agreement under subsection (1) entered into by the Minister, with the consent of the Minister for Finance. ]

F15 [ (4) Notwithstanding subsection (13)( b ) of section 60 of the Companies Act, 1963 , section 60 of that Act shall not apply to the provision, whether directly or indirectly, by the company or any subsidiary thereof (within the meaning of section 155(1) of the Companies Act, 1963 ) of money or a financial arrangement including a loan, guarantee, the provision of security or otherwise in connection with the purchase of, or subscription for, shares in the company by an employee share ownership trust established by the company, or the transfer thereto of such shares, irrespective of whether or not all or a portion of such shares are pledged as security or otherwise to any third party. ]

Annotations:

Amendments:

F12

Substituted (3.04.1999) by Postal and Telecommunications Services (Amendment) Act 1999 (5/1999), s. 9(a), S. I. No. 87 of 1999.

F13

Inserted (3.04.1999) by Postal and Telecommunications Services (Amendment) Act 1999 (5/1999), s. 9(b), S. I. No. 87 of 1999.

F14

Substituted (3.04.1999) by Postal and Telecommunications Services (Amendment) Act 1999 (5/1999), s. 9(c), S. I. No. 87 of 1999.

F15

Inserted (3.04.1999) by Postal and Telecommunications Services (Amendment) Act 1999 (5/1999), s. 9(c), S. I. No. 87 of 1999.

Modifications (not altering text):

C5

Functions transferred and references to “Department of Finance” and “Minister for Finance” construed (29.07.2011) by Finance (Transfer of Departmental Administration and Ministerial Functions) Order 2011 (S.I. No. 418 of 2011), arts. 2, 3, 5 and sch. 1 part 2, in effect as per art. 1(2), subject to transitional provisions in arts. 6-9.

2. (1) The administration and business in connection with the performance of any functions transferred by this Order are transferred to the Department of Public Expenditure and Reform.

(2) References to the Department of Finance contained in any Act or instrument made thereunder and relating to the administration and business transferred by paragraph (1) shall, on and after the commencement of this Order, be construed as references to the Department of Public Expenditure and Reform.

3. The functions conferred on the Minister for Finance by or under the provisions of —

(a) the enactments specified in Schedule 1, and

(b) the statutory instruments specified in Schedule 2,

are transferred to the Minister for Public Expenditure and Reform.

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5. References to the Minister for Finance contained in any Act or instrument under an Act and relating to any functions transferred by this Order shall, from the commencement of this Order, be construed as references to the Minister for Public Expenditure and Reform.

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Schedule 1

Enactments

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Part 2

1922 to 2011 Enactments

Number and Year

Short Title

Provision

(1)

(2)

(3)

...

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No. 34 of 1996

Telecommunications (Miscellaneous Provisions) Act 1996

Sections 5, 8 (1)(b), 8(2)(a), (b) and (c), 8(3)(b), 9(1), (2)(b) and (3)

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