98 Conversion of shares in no par value companies

(1) A no par value company may convert its shares into par value shares by

altering its memorandum in accordance with this section.


(2) The power conferred by subsection (1) —

(a) may only be exercised by converting all of the company‘s shares
into par value shares;

(b) may only be exercised by a special resolution of the company
and, if there is more than one class of issued shares, with the
approval of a special resolution passed at a separate meeting of
the holders of each class of shares; and

(c) may be exercised whether or not the issued shares of the
company are fully paid.


(3) For the purpose of a conversion of shares under this section, each share of
a class shall be converted into a share which —

(a) confers upon the holder, as nearly as possible, the same rights as
were conferred by it before the conversion; and

(b) has a nominal value specified in the special resolution of the
company, being a value not exceeding the amount standing to the
credit of the stated capital account for that class divided by the
number of shares of that class in issue.

(4) The special resolution of the company shall make such alterations to the
memorandum and articles as may be requisite in the circumstances.

(5) Upon converting its shares under this section, the company —

(a) shall, to the extent that the amount standing to the credit of the
stated capital account for each class of shares equals the total
nominal amount of the shares of the class into which those shares
are converted, transfer the amount to the share capital account; and

(b) shall, to the extent (if any) that the amount exceeds that total
nominal amount, transfer it to the share premium account for that
class.

(6) On the conversion of a company‘s shares under this section, any amount
which is unpaid on any share immediately before the conversion remains
payable when called or due.