Companies Act 2014

1293.

Shares allotted by company applying to re-register as PLC between balance sheet date and passing of special resolution

1293. (1) This section applies where—

(a) shares are allotted by a company applying to re-register as a PLC between the balance sheet date and the passing of the special resolution to re-register, and

(b) those shares have been allotted as fully or partly paid up as to their nominal value, or any premium on them, otherwise than in cash.

(2) Where this section applies the company shall not make an application for re-registration as a PLC under this Part unless, before the making of the application—

(a) the consideration for the allotment referred to in subsection (1) has been valued in accordance with the provisions of Chapter 3 of Part 17 that are applied by this section, and

(b) a report with respect to the consideration’s value has been made to the company in accordance with those provisions during the 6 months immediately preceding the date of that allotment,

but this is subject to subsection (4).

(3) Without prejudice to subsection (4), the following provisions of Chapter 3 of Part 17 , namely—

(a) section 1028(5) to (11),

(b) section 1029(4) , and

(c) section 1030 ,

shall apply for the purposes of this section as they apply for the purposes of subsection (1) of section 1028 and as if the references in them to that subsection (1) were references to subsection (2) of this section and with any other necessary modifications.

(4) The provisions of Chapter 3 of Part 17 that operate to disapply the requirement under section 1028(1) for a valuation of the consideration referred to in that provision to be carried out (and the making of a report thereon) shall operate to disapply the requirement under subsection (2) for a valuation of the consideration referred to in that subsection to be carried out (and the making of a report thereon).

(5) For the purpose of those foregoing provisions (as they operate by virtue of the preceding subsection), those provisions shall apply as if the references in them to subsection (1) of section 1028 were references to subsection (2) of this section and with any other necessary modifications.

(6) In this section “balance sheet date” means the date as of which the balance sheet referred to in section 1291(1)(a) is prepared.