Investment Funds, Companies and Miscellaneous Provisions Act 2005
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PART 6 Miscellaneous Company Law Amendments | ||
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Amendment of section 60 of Act of 1963. |
56.—(1) Section 60 of the Act of 1963 is amended by substituting the following subsections for subsections (12) and (13): | |
“(12) Nothing in this section shall be taken to prohibit— | ||
(a) the payment by a company of a dividend or making by it of any distribution out of profits of the company available for distribution; | ||
(b) the discharge by a company of a liability lawfully incurred by it; | ||
(c) the provision of finance or delivery of security to discharge, or effect what is commonly known as refinancing of, an existing loan or other liability or security in relation to that existing loan where the incurring of the existing loan or liability or the delivery of the existing security had occurred under the authority of a special resolution of the company passed in accordance with subsection (2); | ||
(d) subject to subsection (13), where the lending of money is part of the ordinary business of the company, the lending of money by a company in the ordinary course of its business; | ||
(e) subject to subsection (13), the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase of, or subscription for, fully paid shares in the company or its holding company, being a purchase or subscription of or for shares to be held by or for the benefit of employees or former employees of the company or of any subsidiary of the company including any person who is or was a director holding a salaried employment or office in the company or any subsidiary of the company; | ||
(f) subject to subsection (13), the making by a company of loans to persons, other than directors, bona fide in the employment of the company or any subsidiary of the company with a view to enabling those persons to purchase or subscribe for fully paid shares in the company or its holding company to be held by themselves as beneficial owners thereof; | ||
(g) the making or giving by a company of one or more representations, warranties or indemnities to a person who has purchased or subscribed for, or proposes to purchase or subscribe for, shares in the company or its holding company for the purpose of or in connection with that purchase or subscription; | ||
(h) the payment by a company of fees and expenses of the advisers of any subscriber for shares in the company or its holding company that are incurred in connection with that subscription; | ||
(i) the incurring of expenses (including professional fees and expenses) by a company either or both— | ||
(i) in the preparation and publication of a prospectus concerning any shares in the company or its holding company, | ||
(ii) for the purpose of facilitating the admission of any shares in the company or its holding company to, or the continuance of a facility afforded to the company or its holding company for the trading of such shares on, a regulated market; | ||
(j) the incurring of expenses by a company for the purpose of facilitating the admission of any shares in the company or its holding company to, or the continuance of a facility afforded to the company or its holding company for the trading of such shares on, a regulated market or other securities market (including the expense of preparation and publication of any documents required for that purpose by the laws of the jurisdiction in which that market is established); | ||
(k) the incurring of any expenses by a company in order to ensure compliance by the company or its holding company with the Irish Takeover Panel Act 1997 or an instrument thereunder or any measures for the time being adopted by the State to implement Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids10 ; | ||
(l) the reimbursement by a company which is an offeree (within the meaning of the Irish Takeover Panel Act 1997 ) or by a subsidiary of such an offeree of expenses of an offeror (within the meaning of that Act) pursuant to an agreement approved by, or on terms approved by, the Irish Takeover Panel; | ||
(m) in connection with an allotment of shares by a company or its holding company, the payment by the company of commissions not exceeding 10 per cent of the money received in respect of such allotment to intermediaries, and the payment by the company of professional fees; | ||
(n) to the extent that provision of this kind is not authorised by paragraph (e) or (f), the provision of financial assistance by a holding company or a subsidiary of it in connection with the holding company or subsidiary purchasing or subscribing for shares in the holding company on behalf of— | ||
(i) the present or former employees of the holding company or any subsidiary of it, | ||
(ii) an employees' share scheme within the meaning of the Companies (Amendment) Act 1983 , or | ||
(iii) an employee share ownership trust referred to in section 519 of the Taxes Consolidation Act 1997 . | ||
(13) (a) A public limited company may, in accordance with paragraph (d), (e) or (f) of subsection (12), give financial assistance to any person only if the company's net assets are not thereby reduced or, to the extent that those assets are thereby reduced, if the financial assistance is provided out of profits which are available for dividend. | ||
(b) In this section ‘net assets’ means the aggregate of the company's assets less the aggregate of its liabilities; and ‘liabilities’ includes any provision (within the meaning of the Schedule to the Companies (Amendment) Act 1986 ) except to the extent that that provision is taken into account in calculating the value of any asset to the company.”. | ||
(2) Section 39 applies to the construction of a word or expression used in the provisions inserted in the Act of 1963 by subsection (1) as it applies to the construction of a word or expression used in the provisions inserted in the Act of 1963 by Part 5. | ||