TRUSTEE ACT 1925 - SECT 21
Arrangement with company
TRUSTEE ACT 1925 - SECT 21
Arrangement with company
21 Arrangement with company
(1) Where any security of a company is held by a trustee, and the trustee can
lawfully hold or retain the same, the trustee may, in like manner as if the
trustee were beneficially entitled to the security, concur in any scheme or
arrangement--
(a) for the reconstruction of the company, or
(b) for the
amalgamation of the company with any other company, or
(c) for the sale of
all or any part of the property and undertaking of the company to any other
company, or
(d) for the release modification or variation of any rights
privileges or liabilities attached to the security.
(1A) Where any security
of a company is held by a trustee, and the trustee can lawfully hold or retain
the security, the trustee may, in like manner as if the trustee were
beneficially entitled to the security, accept and carry out any proposal made
in writing by or on behalf of another company for the purchase by that other
company of any securities in the first-mentioned company in consideration of
the allotment of securities in that other company whether with or without any
other consideration in any case where--
(a) the proposal is conditional upon
the holders of a proportion (not being less than 75 per cent) in value of such
of the securities in the first-mentioned company as have not already been
acquired by that other company agreeing to deal with those securities in
accordance with the proposal, and
(b) a sufficient number of the holders of
the securities in question (including the trustees) agree in writing to deal
with the shares in accordance with the proposal.
(2) In lieu of or exchange
for the security the trustee may accept any security of any denomination or
description of--
(a) in the case of a scheme or arrangement referred to in
subsection (1)--the reconstructed, new or purchasing company, or
(b) in the
case of a proposal referred to in subsection (1A)--the company that purchased
the security.
(3) The trustee shall not be responsible for any loss
occasioned by any act or thing so done in good faith, and may hold and retain
any security so accepted in like manner as the trustee could have done if the
same had been an investment authorised by the instrument, if any, creating the
trust or by law.
(4) The powers conferred by this section shall be
exercisable subject to the consent of any person whose consent to a change of
investment is required by the instrument, if any, creating the trust or by
law.
(5) Anything done by a trustee before the commencement of this Act which
would have been authorised by this section (subsection (1A) excepted) if then
in force shall be deemed to have been and is hereby authorised by this Act.
(6) This section applies only if and as far as a contrary intention is not
expressed in the instrument, if any, creating the trust, and shall have effect
subject to the terms of that instrument and to the provisions therein
contained.
(7) This section applies to trusts created either before or after
the commencement of this Act.
