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Plans for "irredeemable" prefs?

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Wizard
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Re: Plans for "irredeemable" prefs?

#135600

Postby Wizard » April 29th, 2018, 9:22 pm

GoSeigen wrote:
Wizard wrote:
In which case why did you single the point out from a previous posters comment? Indeed you offered to back up your assertions, which is what I asked for and which you now will not do.

GoSeigen wrote:...I've now had a thorough look at LLPC/D prospectuses and agree with your nervousness. Unfortunately I think the wording "on a return of capital [...] whether or not on a winding up (but other than redemption and purchase[...])" can only be referring to reduction of capital. It's unfortunate that the word "return" is used rather than "reduction", I agree. This seems to be a "manifest error" though, something we are familiar with!! I have noticed other "manifest errors" in the same terms; clearly they were drafted in a hurry in the crazy days of late 2008 and there was quite a bit of copying and pasting involved. If it were to come to a fight, I think a "return of capital" vs "reduction of capital" battle would be difficult for holders to win. Perhaps a good lawyer could find something else to exploit...

All IMO of course but happy to back any of it up with quotes etc.

My bold.

While you are providing the promised back up on the "manifest error" statement can you also provide the basis for your conclusion that holders would find it difficult to win a "return of capital" vs "reduction of capital"battle. Relevant case law precedents would be fine.
Terry.


Let's go right back to my original post which you've accurately quoted above.

My point was that I believe return of capital was a reference to reduction of capital in the context. This seems obvious to me as I can find no alternative explanation. Your suggestion that return of capital referred to winding up only doesn't fly because of the wording right there saying "whether or not on a winding up".


The "manifest error" thing was a joke, okay? [Used double !!, too subtle perhaps a smiley was needed?] Paul and I were both at the High Court when those words were uttered in the Lloyds case; I think he understood my tongue-in-cheek reference even if no-one else did. Hate to have to explain it but I suggested the wording "return of capital" might be an angle of attack for holders then jokingly!! suggested Lloyds might plead manifest error. That doesn't mean I myself think it is a manifest error just that Lloyds might successfully argue it as such. And my backing for that was other manifest errors nearby in the same document. For which I could supply quotes.

You want quotes defending the manifest error thing: here's another "manifest error" from the LLPC prospectus:

Upon such substitution, the Preference Shares shall be exchanged for, or redeemed by, the relevant Qualifying Non-Innovative Tier 1 Securities or the proceeds of redemption of the Preference Shares shall be mandatorily applied to the subscription or purchase of the Qualifying Non-Innovative Tier 1 Securities so issued.

Now LLPC are irredeemable so plainly redemption is inapplicable here. However IMO it was included because the same clause is copied and pasted verbatim for each of the prefs described in the document whether redeemable or not. If someone were to query the presence of the word "redeem" in this clause in court I believe the judge would say the word obviously arrived there by mistake as part of the copy and past operation and did NOT imply that LLPC have redemption terms.

I probably spotted other errors but that was almost ten days ago. If you'd asked there and then I may have humoured you but I frankly can't be bothered now. It's pretty easy for you to do yourself if it matters that much.


GS

Sorry GS, but the original post was not your's but was from Paul which said...

hiriskpaul wrote:Been through all the Articles and Acts, which is why I am nervous! The Lloyds prefs are interesting as the prospectus describes the rights on return of capital (£1 per share + unpaid dividends + accrued) only under the heading "Rights on Liquidation", implying that this is the only route available to reduce preference share capital, other than the usual market purchase or special resolution to change the terms. i.e. there is no "Rights on Reduction of Capital" or any similar catch-all section. No doubt Lloyds would argue this was an obvious infelicity ;).

My bold.

As this is under a section entitled "Rights on Liquidation" surely the "manifest error" is the use of the phrase "whether or not on a winding up", unless you can explain how a company is liquidated but not wound up. Now in many of the legal documents I have been involved with in my work life there is a clause to say section headings are not part of the document, but I have had a quick look at the prospectus and can't see such an exclusion, so unless I have missed it the headings are relevant.

Terry.

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Re: Plans for "irredeemable" prefs?

#135619

Postby GoSeigen » April 29th, 2018, 11:25 pm

Wizard wrote:Sorry GS, but the original post was not your's but was from Paul which said...

hiriskpaul wrote:Been through all the Articles and Acts, which is why I am nervous! The Lloyds prefs are interesting as the prospectus describes the rights on return of capital (£1 per share + unpaid dividends + accrued) only under the heading "Rights on Liquidation", implying that this is the only route available to reduce preference share capital, other than the usual market purchase or special resolution to change the terms. i.e. there is no "Rights on Reduction of Capital" or any similar catch-all section. No doubt Lloyds would argue this was an obvious infelicity ;).

My bold.

As this is under a section entitled "Rights on Liquidation" surely the "manifest error" is the use of the phrase "whether or not on a winding up", unless you can explain how a company is liquidated but not wound up. Now in many of the legal documents I have been involved with in my work life there is a clause to say section headings are not part of the document, but I have had a quick look at the prospectus and can't see such an exclusion, so unless I have missed it the headings are relevant.

Terry.


You're right, headings are usually excluded, and I also can't find such an exclusion.


However, you will recall these preference shares inherited their rights from their HBOS predecessors. The HBOS terms were in much clearer language and the heading of HBOS's section is "The rights of Preference Shares to Capital" which is much more inclusive than "Rights on Liquidation" in Lloyds's version. In fact the drafters of LLPC/D terms have really made a meal of it -- must have got a dinosaur lawyer or bright but inexperienced recent graduate to do the drafting.

You will also find "whether or not on a winding up" is taken from the HBOS terms so unlikely to be an error. If anything the error is the overly restrictive heading.

The LLPC/D Substitution section appears to be a rewrite of Sections 7.12 and 7.13 of the HBOS prefs with the copy-paste errors I referred to earlier.


Finally, note that the Lloyds articles state:

Article 7 Reduction of Capital

Subject to the provisions of the statutes, the company may by special resolution reduce its share capital [...] in any way.




GS

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Re: Plans for "irredeemable" prefs?

#135849

Postby Wizard » April 30th, 2018, 7:47 pm

GoSeigen wrote:You're right, headings are usually excluded, and I also can't find such an exclusion.

However, you will recall these preference shares inherited their rights from their HBOS predecessors. The HBOS terms were in much clearer language and the heading of HBOS's section is "The rights of Preference Shares to Capital" which is much more inclusive than "Rights on Liquidation" in Lloyds's version. In fact the drafters of LLPC/D terms have really made a meal of it -- must have got a dinosaur lawyer or bright but inexperienced recent graduate to do the drafting.

You will also find "whether or not on a winding up" is taken from the HBOS terms so unlikely to be an error. If anything the error is the overly restrictive heading.

The LLPC/D Substitution section appears to be a rewrite of Sections 7.12 and 7.13 of the HBOS prefs with the copy-paste errors I referred to earlier.

Finally, note that the Lloyds articles state:

Article 7 Reduction of Capital

Subject to the provisions of the statutes, the company may by special resolution reduce its share capital [...] in any way.




GS

In the past you have said you welcome being asked for evidence, so can you please evidence the two statements highlighted in bold above.

Thanks,
Terry.

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Re: Plans for "irredeemable" prefs?

#135851

Postby Wizard » April 30th, 2018, 8:10 pm

GoSeigen wrote:...
You will also find "whether or not on a winding up" is taken from the HBOS terms so unlikely to be an error...

Hang on a minute, on 19th April did you not say:

GoSeigen wrote:When you asked for me to post the Clause giving LLPC/D an ordinary resolution in a class vote, I was ready to post an extract from the HBOS plc Articles under which the original prefs were issued. I confess that in doing so I was relying on Mark Taber's statements in reference to the 2008/9 Exchange that (and I quote):

"LBG made representations that the new LBG preference shares have rights which are in substance the same as those of the HBOS plc preference shares for which they were exchanged".


Before posting I decided to go back and check this claim. What I found was that in fact, Lloyds's prospectus was very clear about the fact that terms of the new Preference shares would be materially different to the previous terms:

So if the terms were materially different why do you assert that the inclusion of past language means it must be correct and the amended heading must be wrong? Unless you can provide unambiguous evidence to support such statements, please stop trying to position your personal views as matters of fact.

Terry.

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Re: Plans for "irredeemable" prefs?

#135853

Postby GoSeigen » April 30th, 2018, 8:19 pm

Wizard wrote:In the past you have said you welcome being asked for evidence, so can you please evidence the two statements highlighted in bold above.

Thanks,
Terry.


Nope. You've expired your quota. Sorry. Your turn to give something.

GS

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Re: Plans for "irredeemable" prefs?

#135856

Postby Wizard » April 30th, 2018, 8:23 pm

hiriskpaul wrote:I have been scratching my head wondering what to do about the pile of preference shares I have collected following the threat of cancellation of par by Aviva. As far as I am concerned, the risk is still there, but potentially kicked into the long grass for the Aviva/GA prefs. Regardless of anyone's thoughts on the legality or morality, the market will react badly again should another issuer say they are considering a similar capital reduction scheme along with par redemption...

What do others think and what are your plans?

I thought it worth returning to the opening post. Since the initial Aviva bombshell there have been a number of relevant events:
Ecclesiatically publicly admonished Aviva and said they would not use a reduction of capital
Aviva have backed down on the plan in the face of opposition and criticism
The FCA wrote to CEOs requesting clarifying statements for investors
Raven Russia announced plans for a vote to clarify in their articles the need for a class vote for prefs ahead of a capital reduction
Lloyds have confirmed they have had no discussions of a capital reduction and have no plans to use one

If I have missed anything please let me know.

So to answer Paul's questions I believe that, whilst some may wish to continuing to try and prove their own perspective on the matter is legally correct, it seems that at this stage the reaction to Aviva has made another attempt to use this mechanism extremely unlikely. So my plan is to do nothing and retain all my current holding of prefs.

Terry.

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Re: Plans for "irredeemable" prefs?

#135857

Postby Wizard » April 30th, 2018, 8:25 pm

GoSeigen wrote:
Wizard wrote:In the past you have said you welcome being asked for evidence, so can you please evidence the two statements highlighted in bold above.

Thanks,
Terry.


Nope. You've expired your quota. Sorry. Your turn to give something.

GS

I therefore take it you cannot substantiate any of these statements, thanks for making that clear.

Terry.

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Re: Plans for "irredeemable" prefs?

#135862

Postby GoSeigen » April 30th, 2018, 8:33 pm

Wizard wrote:
GoSeigen wrote:
Wizard wrote:In the past you have said you welcome being asked for evidence, so can you please evidence the two statements highlighted in bold above.

Thanks,
Terry.


Nope. You've expired your quota. Sorry. Your turn to give something.

GS

I therefore take it you cannot substantiate any of these statements, thanks for making that clear.

Terry.


That is your own interpretation. I have no obligation to reply to your questions and no longer wish to. If you have something positive to contribute I may revise my decision.


GS

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Re: Plans for "irredeemable" prefs?

#136008

Postby hiriskpaul » May 1st, 2018, 1:06 pm

The direction of travel looks more promising for prefs than it was a few weeks ago. The FCA in particular being remarkably active. Despite the trickle of good news, we reduced our position in LLPC yesterday, selling just enough of those held in my wife's name to utilize her annual CGT exemption. Still holding all mine as I think it highly likely that Barclays will call BCS-D this year, which will blow my CGT exemption unless we get a very big rise in GBP/USD before the call.

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Re: Plans for "irredeemable" prefs?

#136066

Postby Alaric » May 1st, 2018, 5:05 pm

hiriskpaul wrote: Still holding all mine as I think it highly likely that Barclays will call BCS-D this year


This comes up when you search for this stock

Barclays Bank plc, 8.125% Non-Cumulative Callable Dollar Preference Shares, Series 5, sold in the form of American Depositary Shares, liquidation preference $25 per share, redeemable at the issuer's option on or after 6/15/2013 at $25 per share plus declared and unpaid dividends, and with no stated maturity.


Needless to say, the stock price is around $ 25. Without the "redeemable" provision, the price would no doubt be much higher and correspondingly more expensive for Barclays to pay off.

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Re: Plans for "irredeemable" prefs?

#136077

Postby GoSeigen » May 1st, 2018, 6:18 pm

hiriskpaul wrote:The direction of travel looks more promising for prefs than it was a few weeks ago. The FCA in particular being remarkably active. Despite the trickle of good news, we reduced our position in LLPC yesterday, selling just enough of those held in my wife's name to utilize her annual CGT exemption. Still holding all mine as I think it highly likely that Barclays will call BCS-D this year, which will blow my CGT exemption unless we get a very big rise in GBP/USD before the call.


Interesting that the terms of these shares issued in 2007 specifically exclude reduction of capital as an event constituting variation of rights for which a class resolution would be required.

Variation of Rights

The rights, preferences and privileges attached to the preference shares may be abrogated only with the written consent of the holders of at least three-fourths of the outstanding preference shares or with the sanction of a special resolution passed at a separate general meeting of the holders of the outstanding preference shares [...]

This restriction does not apply to our redemption or purchase of any shares, or any reduction of our share capital, permitted by our articles of association and under applicable law.


GS

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Re: Plans for "irredeemable" prefs?

#136224

Postby hiriskpaul » May 2nd, 2018, 10:47 am

BCS-D has hugged $25 for years. The only reason I am sitting on a capital gain is due to exchange rate movements. Had the Brexit vote gone the other way my gain would be much lower.

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Re: Plans for "irredeemable" prefs?

#140794

Postby ChrisNix » May 23rd, 2018, 3:11 pm

GoSeigen wrote:
Wizard wrote:
In which case why did you single the point out from a previous posters comment? Indeed you offered to back up your assertions, which is what I asked for and which you now will not do.

GoSeigen wrote:...I've now had a thorough look at LLPC/D prospectuses and agree with your nervousness. Unfortunately I think the wording "on a return of capital [...] whether or not on a winding up (but other than redemption and purchase[...])" can only be referring to reduction of capital. It's unfortunate that the word "return" is used rather than "reduction", I agree. This seems to be a "manifest error" though, something we are familiar with!! I have noticed other "manifest errors" in the same terms; clearly they were drafted in a hurry in the crazy days of late 2008 and there was quite a bit of copying and pasting involved. If it were to come to a fight, I think a "return of capital" vs "reduction of capital" battle would be difficult for holders to win. Perhaps a good lawyer could find something else to exploit...

All IMO of course but happy to back any of it up with quotes etc.

My bold.

While you are providing the promised back up on the "manifest error" statement can you also provide the basis for your conclusion that holders would find it difficult to win a "return of capital" vs "reduction of capital"battle. Relevant case law precedents would be fine.
Terry.


Let's go right back to my original post which you've accurately quoted above.

My point was that I believe return of capital was a reference to reduction of capital in the context. This seems obvious to me as I can find no alternative explanation. Your suggestion that return of capital referred to winding up only doesn't fly because of the wording right there saying "whether or not on a winding up".


The "manifest error" thing was a joke, okay? [Used double !!, too subtle perhaps a smiley was needed?] Paul and I were both at the High Court when those words were uttered in the Lloyds case; I think he understood my tongue-in-cheek reference even if no-one else did. Hate to have to explain it but I suggested the wording "return of capital" might be an angle of attack for holders then jokingly!! suggested Lloyds might plead manifest error. That doesn't mean I myself think it is a manifest error just that Lloyds might successfully argue it as such. And my backing for that was other manifest errors nearby in the same document. For which I could supply quotes.

You want quotes defending the manifest error thing: here's another "manifest error" from the LLPC prospectus:

Upon such substitution, the Preference Shares shall be exchanged for, or redeemed by, the relevant Qualifying Non-Innovative Tier 1 Securities or the proceeds of redemption of the Preference Shares shall be mandatorily applied to the subscription or purchase of the Qualifying Non-Innovative Tier 1 Securities so issued.

Now LLPC are irredeemable so plainly redemption is inapplicable here. However IMO it was included because the same clause is copied and pasted verbatim for each of the prefs described in the document whether redeemable or not. If someone were to query the presence of the word "redeem" in this clause in court I believe the judge would say the word obviously arrived there by mistake as part of the copy and past operation and did NOT imply that LLPC have redemption terms.

I probably spotted other errors but that was almost ten days ago. If you'd asked there and then I may have humoured you but I frankly can't be bothered now. It's pretty easy for you to do yourself if it matters that much.


GS


GS,

I thought I'd introduce myself, as I was asked on Tabor's board if I was you (1), and I now see that you've quoted some of my posts.

Apologies if formatting goes awry, as first time on this board!

I'm not aware that return of capital is defined in the CA.

Many companies undertake reductions of capital without distributing moneys to shareholders. This is typically to eliminate a deficit on distributable reserves, following which dividends can be resumed.

However, s. 645 of the 2006 Companies Act is useful in this regard.

This specifies that in two situations regarding reductions of capital the default is that creditors have a right to object to the court. The first is when unpaid capital is being diminished. The second -- (2)(b) -- is where the capital reduction involves 'the payment to a shareholder of any paid-up share capital'.

I'm no lawyer but to me this is tantamount to a definition of a capital return. And I'm certain case law takes the issue beyond doubt.

Have you looked at the rights of the NWBD prefs?

Chris

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Re: Plans for "irredeemable" prefs?

#140824

Postby GoSeigen » May 23rd, 2018, 5:30 pm

GS,

I thought I'd introduce myself, as I was asked on Tabor's board if I was you (1), and I now see that you've quoted some of my posts.

Apologies if formatting goes awry, as first time on this board!

I'm not aware that return of capital is defined in the CA.

Many companies undertake reductions of capital without distributing moneys to shareholders. This is typically to eliminate a deficit on distributable reserves, following which dividends can be resumed.

However, s. 645 of the 2006 Companies Act is useful in this regard.

This specifies that in two situations regarding reductions of capital the default is that creditors have a right to object to the court. The first is when unpaid capital is being diminished. The second -- (2)(b) -- is where the capital reduction involves 'the payment to a shareholder of any paid-up share capital'.

I'm no lawyer but to me this is tantamount to a definition of a capital return. And I'm certain case law takes the issue beyond doubt.

Have you looked at the rights of the NWBD prefs?

Chris


Hi Chris

I've very much enjoyed reading your lucid and informative posts in the other place. I wish I were you and had written them because as you have noted, my style is rather more abrasive than yours -- I'm sorry you've had the indignity of being confused for me!


I haven't looked at the terms of NWBD specifically. I saw your comments here though:

https://www.fixedincomeinvestments.co.u ... #post-2881

Relying on your report of their content I don't see any issues with what you have written. Was there something specific bothering you about them?


GS
P.S. Might have a look at NWBD this evening...

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Re: Plans for "irredeemable" prefs?

#140828

Postby ChrisNix » May 23rd, 2018, 6:24 pm

GoSeigen wrote:

Hi Chris

I've very much enjoyed reading your lucid and informative posts in the other place. I wish I were you and had written them because as you have noted, my style is rather more abrasive than yours -- I'm sorry you've had the indignity of being confused for me!


I haven't looked at the terms of NWBD specifically. I saw your comments here though:


Relying on your report of their content I don't see any issues with what you have written. Was there something specific bothering you about them?


GS
P.S. Might have a look at NWBD this evening...


GS,

No need for any form of apology. I've enjoyed the sport of your TLF debates -- and, more relevant, was sanctioned initially for not being sufficiently respectful!

The NWBD situation is slightly unusual. I in the last few days discovered that Natwest had unusually (being the only one I've seen) posted online the terms of issue, in addition to the listing particulars being available online: (RBS fixed interest securities documentation page) .

You won't be surprised that these seem to indicate the prefs were originally standard returnable/irredeemable UK listed prefs. However, on April 23, 2010 NatWest adopted new articles (check Companies House -- no. 00929027), which added a new provision (the second para of new 10.) which stated that on any return of capital of the prefs the holders had to consent (shorthand).

This seems odd at face value, and the rationale is not apparent. In particular, it seems unnecessary to implement the pref terms as stated.

The key question is: having granted such rights, how, if at all, may they be taken away?

I have bought some, so you can guess the conclusion I reached.

Nonetheless, would be interested in your take!

Chris

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Re: Plans for "irredeemable" prefs?

#140844

Postby GoSeigen » May 23rd, 2018, 8:25 pm

ChrisNix wrote:
GoSeigen wrote:

Hi Chris

I've very much enjoyed reading your lucid and informative posts in the other place. I wish I were you and had written them because as you have noted, my style is rather more abrasive than yours -- I'm sorry you've had the indignity of being confused for me!


I haven't looked at the terms of NWBD specifically. I saw your comments here though:


Relying on your report of their content I don't see any issues with what you have written. Was there something specific bothering you about them?


GS
P.S. Might have a look at NWBD this evening...


GS,

No need for any form of apology. I've enjoyed the sport of your TLF debates -- and, more relevant, was sanctioned initially for not being sufficiently respectful!

The NWBD situation is slightly unusual. I in the last few days discovered that Natwest had unusually (being the only one I've seen) posted online the terms of issue, in addition to the listing particulars being available online: (RBS fixed interest securities documentation page) .

You won't be surprised that these seem to indicate the prefs were originally standard returnable/irredeemable UK listed prefs. However, on April 23, 2010 NatWest adopted new articles (check Companies House -- no. 00929027), which added a new provision (the second para of new 10.) which stated that on any return of capital of the prefs the holders had to consent (shorthand).

This seems odd at face value, and the rationale is not apparent. In particular, it seems unnecessary to implement the pref terms as stated.

The key question is: having granted such rights, how, if at all, may they be taken away?

I have bought some, so you can guess the conclusion I reached.

Nonetheless, would be interested in your take!

Chris


Chris,

I've had a look at the Articles of 23 Apr 2010, those resulting from the Plain English changes on 23 Apr 1996 and the earlier articles submitted to Companies House on 27 Apr 1995, as well as the listing document for NWBD.

There are IMO a couple of important things to note:

1. Significant changes to the articles were made on the above dates in 2010 and 1996, but the Articles in both cases were clear that no alteration of the rights of existing prefs was intended and that in each case if there was a difference the rights attaching to the prefs immediately before the changes would take precedence. The relevant clauses stating this are 15.2 in 1996 and 5(3) in 2010.

2. I found no obvious evidence of any special resolution put to a meeting of only the preference shareholders -- which would have been required to vary the pref rights in any way. Because of this and the above first point, I considered the 1995 Articles and original listing particulars as my sources for the following comment. This might NOT be correct: anyone reading this should carry out their own checks; for example, ask the Trustee or Company whether any special resolution has been put to the preference shareholders varying their rights since issue.

3. I concluded that NWBD holders always had the right to a separate special resolution in the case of a reduction of the paid up capital of NWBD. This right is in the 1995 Articles Clause 51 (page 28), in the Plain English 1996 Articles in Clause 67 and in the 2010 Articles where you have noted it. Clearly i disagree with you that this term was added in 2010, though I agree on your interpretation of the current rights. Beacuse of this difference you might want to check my work before relying on it.


Sorry, no quotations as all documents are scans with no copy and paste available; all are downloadable under the quoted dates on Companies House website (save time by limiting your search to Incorporation documents only):

https://beta.companieshouse.gov.uk/comp ... ng-history



Hope that is useful. E&OE.

GS

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Re: Plans for "irredeemable" prefs?

#140865

Postby ChrisNix » May 23rd, 2018, 10:50 pm

GoSeigen wrote:
ChrisNix wrote:
GoSeigen wrote:



Chris,

I've had a look at the Articles of 23 Apr 2010, those resulting from the Plain English changes on 23 Apr 1996 and the earlier articles submitted to Companies House on 27 Apr 1995, as well as the listing document for NWBD.

There are IMO a couple of important things to note:

1. Significant changes to the articles were made on the above dates in 2010 and 1996, but the Articles in both cases were clear that no alteration of the rights of existing prefs was intended and that in each case if there was a difference the rights attaching to the prefs immediately before the changes would take precedence. The relevant clauses stating this are 15.2 in 1996 and 5(3) in 2010.

2. I found no obvious evidence of any special resolution put to a meeting of only the preference shareholders -- which would have been required to vary the pref rights in any way. Because of this and the above first point, I considered the 1995 Articles and original listing particulars as my sources for the following comment. This might NOT be correct: anyone reading this should carry out their own checks; for example, ask the Trustee or Company whether any special resolution has been put to the preference shareholders varying their rights since issue.

3. I concluded that NWBD holders always had the right to a separate special resolution in the case of a reduction of the paid up capital of NWBD. This right is in the 1995 Articles Clause 51 (page 28), in the Plain English 1996 Articles in Clause 67 and in the 2010 Articles where you have noted it. Clearly i disagree with you that this term was added in 2010, though I agree on your interpretation of the current rights. Beacuse of this difference you might want to check my work before relying on it.


Sorry, no quotations as all documents are scans with no copy and paste available; all are downloadable under the quoted dates on Companies House website (save time by limiting your search to Incorporation documents only):

Hope that is useful. E&OE.

GS


Many thanks, GS!

I confess that when, having seen the 2010 article 10, I saw the e-mail which RBS had sent LogLorry regarding reductions of the pref capital (requires a class meeting) I took a view that for NatWest to take away what had been granted would be a variation of the pref's rights, itself requiring a meeting. As I was keen to invest before NatWest announced I took the decision to curtail further work. My bad.

Having had a quick squiz tonight at the 1988 articles I think what happened was that the pre 1991 ('Original') prefs had such class protection and it was deemed that this ought also to be given (on their issue in 1991) to the current ('NWBD') prefs, which is consistent with the amendments in the 1991 articles, and as continued in the later versions you cite -- BTW LTF wouldn't let me attach the links (my security clearance must be too low?). I suspect that as this was a carry over it was not deemed necessary to note it in the original committee minutes or listing particulars.

Your point regarding any class meetings of pref shares is a beady one, which I'll take on board.

That's it for tonight.

Chris.

P.S. I am a fan of 'Alice in Wonderland' logic!

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Re: Plans for "irredeemable" prefs?

#140868

Postby GoSeigen » May 23rd, 2018, 11:22 pm

ChrisNix wrote:
Many thanks, GS!

I confess that when, having seen the 2010 article 10, I saw the e-mail which RBS had sent LogLorry regarding reductions of the pref capital (requires a class meeting) I took a view that for NatWest to take away what had been granted would be a variation of the pref's rights, itself requiring a meeting. As I was keen to invest before NatWest announced I took the decision to curtail further work. My bad.

Having had a quick squiz tonight at the 1988 articles I think what happened was that the pre 1991 ('Original') prefs had such class protection and it was deemed that this ought also to be given (on their issue in 1991) to the current ('NWBD') prefs, which is consistent with the amendments in the 1991 articles, and as continued in the later versions you cite -- BTW LTF wouldn't let me attach the links (my security clearance must be too low?). I suspect that as this was a carry over it was not deemed necessary to note it in the original committee minutes or listing particulars.

Your point regarding any class meetings of pref shares is a beady one, which I'll take on board.

That's it for tonight.

Chris.

P.S. I am a fan of 'Alice in Wonderland' logic!


All looks good to me, interesting history.

Hope you can ignore the haters. You've done Mark's board a great service by posting your thoughts there. Good luck with the NWBD. Ironically those were the only prefs I still held when the Aviva news broke and I sold them all early on as the cash was needed: should have held them given what I know now and sold something else...


GS
P.S. What's a "beady" point?

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Re: Plans for "irredeemable" prefs?

#140883

Postby ChrisNix » May 24th, 2018, 8:09 am

GoSeigen wrote:
All looks good to me, interesting history.

Hope you can ignore the haters. You've done Mark's board a great service by posting your thoughts there. Good luck with the NWBD. Ironically those were the only prefs I still held when the Aviva news broke and I sold them all early on as the cash was needed: should have held them given what I know now and sold something else...


GS
P.S. What's a "beady" point?


GS,

'When you can't attack the argument attack the man' is pretty standard. Unlike others I'd rather have a mistake pointed out than carry on regardless.

Thanks for kind words. Sorry to hear about NWBD sale, but hope alternatives have fared alright.

A beady point is one spotted by a beady eye!

Chris

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Re: Plans for "irredeemable" prefs?

#140885

Postby GoSeigen » May 24th, 2018, 8:19 am

ChrisNix wrote:
GoSeigen wrote:GS
P.S. What's a "beady" point?


A beady point is one spotted by a beady eye!

Chris


:smile: gotcha, you had my missus and me scratching our heads for a bit!

GS


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