1. A Review of the Companies Act 2006 Shane C Morris Solicitor – Corporate Commercial Law S ILVERMAN S HERLIKER LLP SOLICITORS

2. Topics 1.Statements of Capital 2.Pre-emption Rights 3.Reductions of Capital 4.Share Buybacks 5.Financial Assistance 6.Other Changes

3. Statements of capital A snapshot of a company’s share capital at the time it is filed. Rights Attaching to shares –How much detail do you need to provide? The following will usually suffice: “each share is entitled to one vote in any circumstances” “each share is entitled pari passu to dividend payments or any other distribution” “each share is entitled pari passu to participate in a distribution arising from a winding up of the company”

5. Amount paid up on each class of share including any premium –BIS - Adopt a practical approach –ICSA - Divide the total amount in their share premium account by the number of shares in issue

7. Pre-emption Rights Prevent dilution of existing shareholders and give a right of first refusal There are two types of pre-emption rights: 1. Statutory rights on an issue of new shares 2. Rights on a transfer of existing shares - Usually in the Articles or a shareholders’ agreement

8. Reduction of Capital Reasons why a company may choose to reduce its capital Preliminary Considerations Procedure for Reducing Share Capital Supported by a Directors’ Statement Maintenance of Capital

9. Share Buybacks for Private Companies Reasons for Buyback Preliminary considerations Limitations Procedure for Buyback Out of Profit Procedure for Buyback Out of Capital

10. Financial Assistance Position under the 1985 Act –Prohibited, except if whitewash procedure used Position under the 2006 Act –Prohibition repealed –Considerations

11. Other Changes Authorised Share Capital Memorandum Model Articles Natural Person – 1 st October 2010 Directors’ Addresses

12. Contact Details Shane C Morris Email: scm@silvermansherliker.co.ukscm@silvermansherliker.co.uk Tel: 020 7749 2700 S ILVERMAN S HERLIKER LLP SOLICITORS