Clause 18

by inserting, immediately after subsection (1), the following subsection:“(1A) Subsection (1), insofar as it provides that any transfer of shares in contravention of it is void, shall not apply to a disposition of book‑entry securities, but a Court, on being satisfied that a disposition of book‑entry securities would in the absence of this subsection be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of subsection (1).”;

by deleting paragraph (b) of subsection (4) and substituting the following paragraph:“(b)subject to subsections (4A) and (4B), the subsidiary shall, within the period of 12 months or such longer period as the Court may allow after becoming the subsidiary of its holding company, dispose of all of its shares in the holding company.”;

by inserting, immediately after subsection (4), the following subsections:“(4A) For the avoidance of doubt, subsection (4)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company. (4B) Any shares in the holding company that are not disposed of in accordance with subsection (4)(b) may, subject to subsections (4C) and (6E), be held or continued to be held by the subsidiary.(4C) With respect to the shares referred to in subsection (4B) —

subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K shall apply with the necessary modifications, including the following modifications:

a reference to treasury shares shall be read as a reference to shares referred to in subsection (4B);

a reference to a company holding treasury shares shall be read as a reference to a subsidiary holding shares referred to in subsection (4B); and

the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” shall be read as a reference to “as if they were already held by the subsidiary at the time they were allotted, in circumstances in which section 21(4) applied”; and

the holding company shall, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (4B), lodge with the Registrar a notice in the prescribed form.”;

by deleting the words “subsections (1), (3) and (4)” in subsection (5) and substituting the words “subsections (1), (3), (4), (4B), (6A) and (6C)”;

by inserting, immediately after subsection (6), the following subsections:“(6A) This section shall not operate to prevent the transfer of shares in a holding company to a subsidiary by way of a distribution in specie, amalgamation or scheme of arrangement but —

subject to subsection (2), the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof; and

subject to subsections (6B) and (6C), the subsidiary shall, within the period of 12 months or such longer period as the Court may allow after the transfer to the subsidiary of the shares in the holding company, dispose of all of the shares in the holding company.(6B) For the avoidance of doubt, subsection (6A)(b) ceases to apply if, during the period referred to in that subsection, the subsidiary ceases to be a subsidiary of the holding company.(6C) Any shares in the holding company that are not disposed of in accordance with subsection (6A)(b) may, subject to subsections (6D) and (6E), be held or continued to be held by the subsidiary.(6D) With respect to the shares referred to in subsection (6C) —

subject to this subsection and subsection (6E), sections 76J(1), (2), (3), (5) and (6) and 76K shall apply with the necessary modifications, including the following modifications:

a reference to treasury shares shall be read as a reference to shares referred to in subsection (6C);

a reference to a company holding treasury shares shall be read as a reference to a subsidiary holding shares referred to in subsection (6C); and

the reference in section 76J(6) to “as if they were purchased by the company at the time they were allotted, in circumstances in which section 76H applied” shall be read as a reference to “as if they were transferred to the subsidiary at the time they were allotted, in circumstances in which section 21(6A) applied”; and

the holding company shall, within 14 days after any change in the number of shares in the holding company which are held by any of its subsidiaries under subsection (6C), lodge with the Registrar a notice in the prescribed form.(6E) With respect to any share referred to in subsection (4B) or (6C) —

where the holding company has shares of only one class, the aggregate number of shares held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, shall not at any time exceed 10% of the total number of shares of the holding company at that time;

where the share capital of the holding company is divided into shares of different classes, the aggregate number of the shares of any class held by all the subsidiaries of the holding company under subsection (4B) or (6C) or by the holding company as treasury shares, shall not at any time exceed 10% of the total number of the shares in that class of the holding company at that time;

where paragraph (a) or (b) is contravened, the holding company shall dispose of or cancel the excess shares, or procure the disposal of the excess shares by its subsidiary, in accordance with section 76K before the end of the period of 6 months beginning with the day on which that contravention occurs, or such further period as the Registrar may allow;

where the subsidiary is a wholly‑owned subsidiary of the holding company, no dividend may be paid, and no other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C); and

where the subsidiary is not a wholly‑owned subsidiary of the holding company, a dividend may be paid and other distribution (whether in cash or otherwise) of the holding company’s assets (including any distribution of assets to members on a winding up) may be made, to the subsidiary in respect of the shares referred to in subsection (4B) or (6C).(6F) In subsection (6E)(c), “excess shares” means such number of the shares, held by any subsidiary under subsection (4B) or (6C) or by the holding company as treasury shares at the time in question, as resulted in the limit referred to in subsection (6E)(a) or (b) being exceeded.(6G) In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78, 81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b), 205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A), 232(1)(a)(i) and 268(4) —

a reference to “treasury shares” shall be read as including a reference to shares held by a subsidiary under subsection (4B) or (6C); and

a reference to a company being registered as a member of itself or being a member of itself shall be read as including a reference to a subsidiary being registered as a member of its holding company.”; and

by inserting, immediately after subsection (8), the following subsection:“(9) For the purposes of this section, a company shall inform the Registrar of the occurrence of any of the following events by lodging a notice in the prescribed form within 14 days after the date of occurrence:

where a shareholder of a company that is a corporation becomes subsidiary of the company; (b)where shares of the company are held by a subsidiary of the company and there is a change in the number of shares held by the subsidiary.”.