Article 19 - Subsequent Allotment of Shares
(1) This Article applies to any allotment of Shares by an Investment Club other than the initial issue referred to in Article 18.
(2) If the consideration to be paid for the Shares is other than cash, the Investment Club:
a. must determine (by resolution) a reasonable cash value for the Shares;
b. must resolve that the consideration is fair and reasonable for both the Investment Club and the Members; and
c. must resolve that the cash consideration is not at a discount to the Share value to be credited for the issue of the Shares.
(3) The resolution:
d. if the Investment Club's articles of association so provide — may be an Ordinary Resolution of the Members, or a resolution of the directors; or
e. must be a Special Resolution of the Members.
(4) The resolution must include:
a. a description of the consideration;
b. a statement of the cash value of the consideration; and
c. a statement of the basis for the assessment of that cash value.
(5) The basis of assessing the Investment Club's asset value for the purposes of allotting Shares:
a. may be specified in the Investment Club's articles of association;
b. if not specified, must be determined by the Investment Club's directors and approved by Special Resolution for each allotment.
(6) If a basis for the assessment of the Investment Club's asset value cannot be agreed, the asset value must be determined by an independent expert appointed for that purpose by Special Resolution, or (if the articles of association so provide) an Ordinary Resolution.
(7) After the allotment of Shares has been approved, the Investment Club must notify the QFC Authority in the prescribed form and pay the prescribed fee (if any). The QFC Authority must, within 30 days of the notification, inform the Investment Club whether the QFC Authority objects to the allotment. If the QFC Authority has not objected within 30 days of receiving the notification, the QFC Authority is taken to have no objection.
(8) The Investment Club must not register the allotment until the QFC Authority has confirmed that it does not object, or is taken, under paragraph 7 to have no objection.
|Derived (as from 20th December 2016).|