johnhemming wrote:I have studied particularly the prospectus of the GA 8 7/8% prefs into which I have now invested.
I cannot see how Aviva can avoid having a class vote of the prefs if they propose to abrogate the rights of the pref shares.
abrogate def:"repeal or do away with (a law, right, or formal agreement)."
SS6 of S630 of the Companies Act 2006 also leads to a similar conclusion. It was passed after the HL decision about House of Fraser.
The problem John is that exercising the preference shareholders right to prior payment is not considered by the courts a variation or abrogation of the rights.
Re Hunting Plc  2 BCLC 211
On an application by the company for confirmation by the court of a resolution to reduce its issued share capital by the cancellation of convertible preference shares, preference shareholders argued that the scheme of reduction was unfair to them. Held: The reduction was approved. A company is entitled to reduce its capital by cancelling preference shares to replace the preference share capital with cheaper capital. The reduction was not unfair to the preference shareholders because they knew when they acquired their shares they were assuming the risk of being paid off in full.
There is ample case law regarding this. Would you mind commenting on this case and maybe look at the others in chapter 7.3 "Legal Nature of a Share", Unlocking Company Law, Susan McLaughlin 2015 Routledge.
https://books.google.co.uk/books?id=Ihf ... T997vKjYcq
Search for "Hunting Plc" at above link.