Clause 40

Subject to this section and sections 64A and 75, a company the share capital of which is divided into different classes of shares may make provision in its constitution to authorise the conversion of one class of shares into another class of shares.(2) A public company may convert one class of shares (A) into another class of shares (B) by special resolution only if the constitution of the public company —

permits B to be issued; and

sets out the rights attached to B.(3) A private company may convert shares from one class to another by lodging a notice of conversion in the prescribed form with the Registrar.(4) A conversion of shares by a private company on or after the date of commencement of section 40 of the Companies (Amendment) Act 2014 does not take effect until the electronic register of members of the company is updated by the Registrar under section 196A(5).(5) Section 74 shall apply where a conversion of shares undertaken by a company involves a variation or an abrogation of the rights attached to any class of shares in the company.(6) Notwithstanding anything in this section, a share that is not a redeemable preference share when issued cannot afterwards be converted into a redeemable preference share.”.