Harbours Act 2015

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Future disposal or issue of shares

9. (1) (a) Subject to paragraphs (b) and (c), a local authority chief executive may, at such time or times as appear to him or her appropriate, sell, transfer, exchange, surrender or otherwise dispose of any shares vested in the local authority of which he or she is the chief executive by order made under section 8.

(b) The number of shares the subject of a sale, transfer or other disposal under paragraph (a) (or the aggregate number of shares the subject of sales, transfers or other disposals under that paragraph) shall not exceed 49 per cent of the issued share capital, at the time of the sale, transfer or other disposal, of the transferred company concerned.

(c) A local authority chief executive shall not dispose of any shares or acquire new shares in a transferred company without—

(i) the consent by resolution of the elected council concerned, and

(ii) the approval of the Minister, given after consultation with the Minister for the Environment, Community and Local Government and the Minister for Public Expenditure and Reform.

(2) Subject to subsection (1), a transferred company may in accordance with the Companies Act 2014 —

(a) issue new shares, and

(b) divide and sub-divide shares into one or more than one class and attach thereto respectively any preferential, deferred, qualified or special rights or conditions.

(3) (a) Subject to subsection (1), the local authority chief executive concerned may enter into one or more than one agreement in connection with the sale or issue of shares in a transferred company or enter into one or more than one agreement in connection with both the sale and issue of shares in a transferred company, and any such agreement may include—

(i) representations, warranties and indemnities and provisions relating thereto,

(ii) provisions customarily contained in a shareholders’ agreement or an underwriting agreement, and

(iii) such other matters as the local authority chief executive may agree to.

(b) Without prejudice to the generality of the foregoing an agreement referred to in paragraph (a) may include provisions relating to—

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

(ii) directors,

(iii) shareholders,

(iv) voting rights,

(v) dividend policy,

(vi) investments, and

(vii) restrictions on alienability of shares.

(4) Section 82 of the Companies Act 2014 shall not apply to—

(a) any representation made or warranty or indemnity given by a transferred company or any subsidiary of a transferred company in connection with the sale or transfer by the local authority chief executive concerned, or the issue by a transferred company of any shares in the transferred company, or

(b) any financial obligations undertaken by a transferred company or any subsidiary of a transferred company in connection with the sale or transfer by the local authority chief executive concerned of any shares in the transferred company or the issue by a transferred company of any shares in the transferred company,

for the purposes of an agreement entered into by that local authority chief executive under subsection (3).