Company Law Bill [HL]

moved Amendment No. A89C:"Page 282, line 20, after ““to”” insert ““receive””" The noble Lord said: This is a simple amendment which, again, practitioners have suggested to improve the wording of the clause, which they do not feel reads correctly at present. As currently drafted, subsection (1) states,"““it does not affect entitlement to dividends””." We think that the entitlement is to ““receive”” dividends, not ““to”” dividends. Practitioners feel that this is an important distinction, and therefore we want to insert the word ““receive”” to improve the clarity and precision of the subsection. Amendment No. A90, grouped with Amendment No. A89C, would insert a new subsection at the end of the clause. The purpose and practical implications of the reference in subsection (1) to dividend entitlement is not sufficiently clear. Surely this subsection should have to state the basis on which and the currency in which shareholders will receive dividends after the resolution takes effect. For example, could a company be obliged to pay dividends in the old currency, or will shareholders be deemed to have elected to receive dividends in the new currency unless they have requested otherwise? Our amendment follows the latter route, but the important prize is to remove any room for confusion and complexity. I hope that the Minister will see the point we are driving at and the need for clarity. In the first instance, however, I beg to move Amendment No. A89C.