1964_COMPANIES_ORDINANCE — Page 317

1984 Ed.]

Companies

[CAP. 32

59

and references in this Ordinance or in a company's articles to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be similarly construed.

(2) Subsection (1) shall not be taken as requiring any offer or invitation to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving it, and in particular-

(a) a provision in a company's articles prohibiting invitations to the public to subscribe for shares or debentures shall not be taken as prohibiting the making to members or deben- ture holders of an invitation which can properly be regar- ded as aforesaid; and

(b) the provisions of this Ordinance relating to private com-

panies shall be construed accordingly.

(Added, 78 of 1972, s. 14)

Issue of Shares at Premium, Redeemable Preference Shares, and Shares at Discount

(Replaced, 80 of 1974, s. 5)

48B. (1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the share premium account", and the provi- sions of this Ordinance relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the share premium account were paid-up share capital of the company.

(2) Where shares are issued for a consideration other than cash and the value of the consideration, as estimated by the directors having regard to all relevant information, is in excess of the amount credited as paid up on the shares so issued, the shares shall be deemed to have been issued at a premium equal to the difference between the value so estimated and the amount credited as paid up on the shares so issued.

(3) The share premium account may, notwithstanding any- thing in subsection (1), be applied by the company-

(a) in paying up unissued shares of the company to be issued

to members of the company as fully paid bonus shares;

(b) in writing off-

(i) the preliminary expenses of the company; or

(ii) the expenses of, or the commission paid or discount allowed on, any issue of shares of the company; or

(c) in providing for the premium payable on redemption of

any redeemable preference shares of the company.

Application of premiums received on issue of shares.

1948 c. 38, s. 56.

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