capital regulation Flashcards
(9 cards)
What must be included in a securities register
Must be kept in prescribed form
In one of the official languages
Must contain the classes of shares and owners
Must disclose any beneficial interests
Are there any requirements to issue shares normally?
Must be pursuant of an existing legal obligation
Must pass solvency and liquidity test and board must acknowledge that this test has been passed
Must comply with any other restrictions in the company’s MOI
When is a normal shares offer required to have a special resolution?
When it is being issued to a director/prescribed officer or nominee
When the voting rights exceed 30%
What is the procedure for a share buyback?
A share buyback when offered to a director/prescribed officer or nominee requires a special resolution
When else is a special resolution required for a share buyback?
When more than 5% of shares are being repurchased
What is financial assistance and how is it tested?
broad definition, tested using Impoverishment test which asks wether the company has become poorer as a result of what it has done
What are the requirements to offer financial assistance
A special resolution not older than two years or part of an employee share scheme
Must pass solvency and liquidity test and terms must be fair to company
Must comply with any further restrictions in the companies MOI
What is the difference between shares and securities?
A share is a unit of ownership in a company whilst securities is a broad term used to describe many financial instruments
What are instances where an offer is not an offer to the public
When it is made to a financial services provider/institution, when made to a sophisticated investor, is a rights offer, pertains to an employee share scheme, a nonrenounceable offer made only to director/po.
