问答题
Three years ago Ho subscribed for shares in two companies: Ice Ltd and Jet plc. In relation to the shares in Ice Ltd,Ho was only required to pay 50 pence per ￡1 share when he took the shares and was assured that he would not be required to make any further payment on them to Ice Ltd and the company passed a resolution to that effect.Unfortunately, Ice Ltd has gone into insolvent liquidation owing a substantial sum of money to its creditors.
In relation to the shares in Jet plc, Ho was required to pay a premium of 50 pence per ￡1 share. The shares are currently trading at 75 pence per share.
Required:
问答题
(a) Describe any potential liability Ho may have with regard to the shares he holds in Ice Ltd and to whom any such liability would be owed.(2 marks)
【正确答案】here is no requirement that companies should require their shareholders to immediately pay the full value of the shares. The proportion of the nominal value of the issued capital actually paid by the shareholder is called the paid up capital. It may be the full nominal value, in which case it fulfils the shareholder’s responsibility to the company; or it can be a mere part
payment, in which case the company has an outstanding claim against the shareholder. It is possible for a company to pass a resolution that it will not make a call on any unpaid capital. However, even in this situation, the unpaid element can be called upon if the company cannot pay its debts from existing assets in the event of its liquidation.
Applying this to Ho’s case, it can be seen that he has a maximum potential liability in relation to his shares in Ice Ltd of 50 pence per share. The exact amount of his liability will depend on the extent of the company’s debts but it will be fixed at a maximum of 50 pence per share.
【答案解析】
问答题
(b) Explain the meaning and purposes of a share premium account.(2 marks)
【正确答案】It is common for successful companies to issue shares at a premium, the premium being the value received over and above the nominal value of the shares. Section 610 Companies Act 2006 provides that any such premium received must be placed into a share premium account. The premium obtained is regarded as equivalent to capital and, as such, there are limitations
on how the fund can be used. Section 130 provides that the share premium account can be used for the following purposes:
(i) to pay up bonus shares to be allotted as fully paid to members;
(ii) to write off preliminary expenses of the company;
(iii) to write off the expenses, commission or discount incurred in any issue of shares or debentures of the company;
(iv) to pay for the premium payable on redemption of debentures
【答案解析】
问答题
(c) Explain whether Ho can gain access to the premium paid on the shares in Jet plc.(2 marks)
【正确答案】Applying the rules relating to capital maintenance, it follows that the share premium account cannot be used for payments to the shareholders.
Applying the rules to Ho’s situation, it can be seen that he cannot get any of the premium paid for the shares in Jet plc back from the company in the form of cash.
Ho would not even be able to recover the money indirectly as the shares are currently trading at below the nominal value,and at half of the premium price he paid.