COMPANIES ACT 1963 – SECT 63 Power to issue shares at a discount.
63.—(1) Subject to the provisions of this section, it shall be lawful for a company to issue at a discount shares in the company of a class already issued so, however, that—
( a ) the issue of the shares at a discount must be authorised by a special resolution of the company, and must be sanctioned by the court;
( b ) the resolution must specify the maximum rate of discount at which the shares are to be issued;
( c ) in the case of a company which is not a private company not less than 2 years must at the date of issue have elapsed since the date on which the company was entitled to commence business and, in the case of a private company not less than 2 years must have elapsed since the date on which the company was incorporated;
( d ) the shares to be issued at a discount must be issued within 6 months after the date on which the issue is sanctioned by the court or within such extended time as the court may allow.
(2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the court for an order sanctioning the issue, and on any such application the court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit.
(3) The company shall, within 21 days after the making of the order, deliver a copy of the order to the registrar of companies for registration.
(4) Every prospectus relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the prospectus.
(5) If default is made in complying with subsection (3) or (4) the company and every officer of the company who is in default shall be liable to a fine not exceeding £100.