Companies Act 2014


Provisions as to register of debenture holders

1121. (1) A PLC shall keep a register of holders of debentures (the “debenture holders’ register”) of the PLC and enter therein the names and addresses of the debenture holders and the amount of debentures currently held by each.

(2) For the purposes of subsection (1), debentures do not include any debenture which does not form part of a series ranking pari passu nor any debenture which is transferable by delivery.

(3) Chapter 10 of Part 4, as adapted by subsection (4), shall apply in relation to the debenture holders’ register.

(4) For the purposes of this section, Chapter 10 of Part 4 is adapted as follows:

(a) in section 215(a), there shall be added the following definition:

“ ‘debenture holders’ register’ means the register kept by the company pursuant to section 1121(1);”;

(b) section 216(1) shall have effect as if, in addition to the registers specified in that provision as being registers to which section 216 applies, that provision specified the debenture holders’ register as being a register to which that section applies;

(c) subsection (7) of section 216 shall have effect as if after “it is closed under section 174” there were inserted “and, in the case of the debenture holders’ register, when it is deemed to be closed under section 1121(6)”; and

(d) each of subsections (9), (11) and (12) of section 216 shall have effect as if, in addition to the registers specified in the particular subsection, there were specified in the particular subsection the debenture holders’ register.

(5) Section 127(1) (access to documents during business hours) shall apply for the purposes of Chapter 10 of Part 4, as that Chapter is adapted for the purposes of this section, as it applies in relation to the relevant provisions of Part 4.

(6) For the purposes of section 216(7), as adapted by subsection (4), the debenture holders’ register shall be deemed to be closed if closed in accordance with provisions contained in—

(a) the articles of the PLC; or

(b) the debentures, or in the case of debenture stock, in the stock certificates; or

(c) the trust deed or other document securing the debentures or debenture stock;

during such period or periods, not exceeding in the whole 30 days in any year, as may be specified in the document referred to in paragraph (a), (b) or (c).

(7) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any such debentures, at his or her request, by the PLC on payment to it of a fee of €10.00 or such less sum as may be determined by the PLC.

(8) If a copy of a trust deed referred to in subsection (7) is not forwarded by the PLC in accordance with that subsection, the PLC and any officer of it who is in default shall be guilty of a category 3 offence.

(9) In the case of a failure to comply with subsection (7), the court may, on application being made to it, make an order directing that the copy requested be forwarded to the person requesting it.