33. Variation or abrogation of class rights

(1) This section applies to a variation or abrogation of the rights attached to a class of Shares in a Company.

(2) If the Articles of Association of the Company, or the terms of issue of the relevant Shares, make provision for the variation or abrogation, the rights may only be varied or abrogated in accordance with the provision made for the variation or abrogation.

(3) If the Articles of Association of the Company, and the terms of issue of the relevant Shares, do not make provision for the variation or abrogation, the rights may only be varied or abrogated:

• (a) with the Written consent of the holders in the aggregate of at least 75% of the nominal value of the Shares of that class; or
• (b) by a Special Resolution passed at a separate meeting of the holders of Shares of that class approving the variation or abrogation.

(4) For this section, any amendment of a provision of the Articles of Association of the Company for the variation or abrogation of the rights attached to the class of Shares, or the insertion of any such provision into the Articles of Association, is taken to be a variation or abrogation of the rights.

34. Shareholders’ right to object to variation or abrogation

(1) This section applies if the rights attached to any class of Shares in a Company are varied or abrogated under section 33 (Variation or abrogation of class rights).

(2) The holders in the aggregate of at least 15% of the nominal value of the Shares of that class who did not consent to, or vote in favour of the Special Resolution for, the variation or abrogation may apply to the Court to have the variation or abrogation cancelled on the ground that the variation or abrogation would unfairly prejudice the interests of holders of Shares of that class.

(3) The application must be made to the Court within 28 days after:

• (a) if the rights were varied or abrogated under section 33(2)—the day the rights were varied or abrogated; or
• (b) if the rights were varied or abrogated under section 33(3)(a)—the day the consent required by that paragraph was given; or
• (c) if the rights were varied or abrogated under section 33(3)(b)—the day the Special Resolution was passed under that paragraph.

(4) The application may be made on behalf of the holders of Shares entitled to make it by 1or more of them appointed in Writing.

(5) Within 7 days after the day the application in made to the Court, the applicants must give Written notice of the application to the Registrar.

(6) If an application is made to the Court in accordance with this section, the variation or abrogation has no effect (and, if the variation or variation has taken effect before the application is made, is taken never to have taken effect) unless and until it is confirmed by the Court.

(7) If, after hearing the applicant and any other Persons who appear to the Court to be interested in the application, the Court is satisfied that this section has been complied with in relation to the application and that the variation or abrogation would unfairly prejudice the interests of the holders of Shares of the class, the Court may disallow the variation or abrogation. If the Court is not so satisfied, the Court must confirm the variation or abrogation.