Article 28 - Reduction of Share Capital

(1) An Investment Club, if authorised by an Ordinary Resolution and its articles of association, may reduce its Share capital in any way.
(2) In particular, and without prejudice to the generality of Article 28(1), an Investment Club may:
a. cancel any paid up share capital that is lost or unrepresented by available assets; or
b. pay off any paid up share capital that is in excess of the Investment Club's requirements.
(3) No Investment Club shall reduce the amount of its Share capital under Article 28(1) unless it complies with the following:
a. at a date not more than 30 days and not less than 15 days before the date from which the reduction of the Share capital is to have effect, the Investment Club shall publish a notice in a newspaper approved by the CRO stating the amount of the Investment Club's Share capital at such date, the amount to which, and manner in which, the Share capital is to be reduced and the date from which the reduction is to have effect; and
b. on the date from which the reduction is to have effect a certificate shall be signed by at least two directors of the Investment Club or the sole director if there is only one director declaring either:
(i) that on that date and following the reduction of capital, the realisable value of the Investment Club's Assets will not be less than the aggregate of its Liabilities and issued Share capital and the Investment Club will be able to satisfy its Liabilities as they fall due; or
(ii) that all the creditors of the Investment Club on that date have consented to the reduction.
(4) Where Shares are to be cancelled in order to reduce the capital of an Investment Club, the Shares shall be acquired at a price that is proportionate to the value of the portfolio and the process for valuing the Shares to be purchased shall be the process set out in Articles 19(5) and 19(6).
(5) Where an Investment Club reduces the amount of its Share capital then within 30 days after the date on which the reduction takes effect the Investment Club shall file a notice in the Prescribed Form with the CRO together with a copy of the notice referred to in Article 28(3)(a) and the certificate referred to in Article 28(3)(b) above.
Derived (as from 20th December 2016).