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CIS 2.5 Denomination of shares and their sub-division and consolidation

Application

CIS 2.5.1R
  1. (1)

    CIS 2.5.2 G and CIS 2.5.3 R apply to an ACD.

  2. (2)

    CIS 2.5.4 R applies only to directors of an ICVC.

Characteristics of larger and smaller denomination shares

CIS 2.5.2G

Although fractions of a share are not possible, regulation 45 of the OEIC regulations (Shares) provides that the rights attached to a share of any class may be expressed in two denominations, in which case the "smaller" denomination must be such proportion of the "larger" denomination (that is, a standard share) as is fixed by the ICVC's instrument of incorporation. This will enable holdings to consist of more or less than a complete number of larger denomination shares. If an ICVC wishes to take advantage of this provision, the relevant proportion must be stated in its instrument of incorporation. A single document of title, tax certificate or cheque may cover a single holding of both larger denomination shares and smaller denomination shares of any class.

Requirement

CIS 2.5.3R
  1. (1)

    This rule (CIS 2.5.3 R) applies whenever the instrument of incorporation provides, in relation to any class, for smaller denomination shares and larger denomination shares.

  2. (2)

    Whenever a registered holding includes a number of smaller denomination shares that can be consolidated into a larger denomination share of the same class, the ACD must consolidate the relevant number of those smaller denomination shares into a larger denomination share.

  3. (3)

    The ACD may at any time, for the purpose of effecting a transaction in shares, substitute for a larger denomination share the relevant number of smaller denomination shares. If it does this, (2) does not apply to the resulting smaller denomination shareholding or holdings until immediately after the completion of the transaction.

  4. (4)

    For the purpose of (2) and (3) the relevant number must be calculated by reference to the proportion, stated in the instrument of incorporation, of a larger denomination share represented by a smaller denomination share.

Sub-division and consolidation of shares

CIS 2.5.4R
  1. (1)

    The directors of an ICVC may, unless expressly forbidden to do so by its instrument of incorporation, determine:

    1. (a)

      that each share of any class is to be subdivided into two or more shares (whereupon each such share will stand subdivided accordingly); or

    2. (b)

      that two or more shares of any class are to be consolidated (whereupon those shares will stand consolidated).

  2. (2)

    The ICVC must (unless it has done so before the sub-division or consolidation became effective) immediately give notice to each shareholder (or the first named of joint holders) of any subdivision or consolidation under (2).