INTERIM REVISED STATUTES OF ANGUILLA 2000
COMPANIES ACT
Division 2

Trust Deeds and Debentures

Trust deed required

173.    (1) A public company shall, before issuing any of its debentures, execute a trust deed in respect of the debentures and procure its execution by a trustee.

(2)  No trust deed may cover more than one class of debentures, whether or not the trust deed is required by this section to be executed.

(3)  Where a trust deed is required by this section to be executed in respect of any debentures issued by a public company but a trust deed has not been executed, the Court may, on the application of a holder of any debenture issued by the company—

(a)  order the company to execute a trust deed in respect of those debentures;

(b)  direct that a person nominated by the Court be appointed a trustee of the trust deed; and

(c)  give such consequential directions as the Court thinks fit regarding the contents of the trust deed and its execution by the trustee.

Kinds of debentures

174.    (1) Debentures belong to different classes if different rights attach to them in respect of—

(a)  the rate of interest or the dates for payment of interest;

(b)  the dates when, or the instalments by which, the principal of the debentures will be repaid, unless the difference is solely that the class of debentures will be repaid during a stated period of time and particular debentures will be repaid at different dates during that period according to selections made by the company or by drawings, ballot or otherwise;

(c)  any right to subscribe for or convert the debentures into other shares or other debentures of the company or any other body corporate; or

(d)  the powers of the debenture holders to realise any security interest.

(2)  Debentures belong to different classes if they do not rank equally for payment when—

(a)  a security interest is realised; or

(b)  the company is wound-up.

(3)  For the purpose of subsection (2), a debenture does not rank equally for payment, if the security interest or the proceeds thereof, or any assets available to satisfy the debentures, is or are not to be applied in satisfying the debentures strictly in proportion to the amount of principal, premiums and arrears of interest to which the holders of them are respectively entitled.

Cover of trust deed

175.    A debenture is covered by a trust deed if the debenture holder is entitled to participate in any money payable by the company under the trust deed, or is entitled by the trust deed to the benefit of any security interest, whether alone or together with other persons.

Exception to sections 173 to 175

176.    Sections 173 to 175 do not apply to debentures issued before 1st January, 1995, or to debentures forming part of a class of debentures some of which were issued before that date.

Contents of trust deed

177.    (1) Every trust deed, whether required by section 173 or not, shall state—

(a)  the maximum sum that the company can raise by issuing debentures of each specific issue;

(b)  the maximum discount that can be allowed on the issue or re-issue of the debentures, and the maximum premium at which the debentures can be made redeemable;

(c)  the nature of any assets over which a security interest is created by the trust deed in favour of the trustee for the benefit of the debenture holders equally, and, except where the interest is a floating charge or a general floating charge, the identity of the assets subject to it;

(d)  the nature of any assets over which a security interest has been, or will be, created in favour of any person other than the trustee for the benefit of the debenture holders equally, and, except where the interest is a floating charge or a general floating charge, the identity of the assets subject to it;

(e)  whether the company has created or will have to create any security interest for the benefit of some, but not all, of the holders of debentures issued under the trust deed;

(f)   any prohibition or restriction on the power of the company to issue debentures or to create any security interest on any of its assets ranking in priority to, or equally with, the debentures issued under the trust deed;

(g)  whether the company will have power to acquire debentures issued under the trust deed before the date for their redemption and to re-issue the debentures;

(h) the dates on which interest on the debentures issued under the trust deed will be paid and the manner in which payment will be made;

(i) the dates on which the principal of the debentures issued under the trust deed will be repaid, and, unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which redemption will be effected, whether by the payment of equal instalments of principal in respect of each debenture or by the selection of debentures for redemption by the company, or by drawing, ballot or otherwise;

(j) in the case of convertible debentures, the dates and terms on which the debentures can be converted into shares and the amounts that will be credited as paid upon those shares, and the dates and terms on which the debenture holders can exercise any right to subscribe for shares in right of the debentures held by them;

(k) the circumstances in which the debenture holders will be entitled to realise any security interest vested in the trustee or any other person for their benefit, other than the circumstances in which they are entitled to do so by this Act;

(l) the power of the company and the trustees to call meetings of the debenture holders, and the rights of debenture holders to require the company or the trustee to call meetings of the debenture holders;

(m) whether the rights of debenture holders can be altered or abrogated, and, if so, the conditions that are to be fulfilled, and the procedures that are to be followed, to effect an alteration or an abrogation; and

(n) the amount or rate of remuneration to be paid to the trustee and the period for which it will be paid, and whether it will be paid in priority to the principal, interest and costs in respect of debentures issued under the trust deed.

(2)  If debentures are issued without a covering trust deed being executed, the statements required by subsection (1) shall be included in each debenture or in a note forming part of the same document, or endorsed thereon, and in applying that subsection references therein to the trust deed are to be construed as references to all or any of the debentures of the same class.

(3)  Subsection (2) does not apply if—

(a)  the debenture is the only debenture of the class to which it belongs that has been or that can be issued; and

(b)  the rights of the debenture holder cannot be altered or abrogated without his consent.

(4)  This section does not apply to a trust deed executed or to debentures issued before 1st January, 1995.

Our latest offshore news
30/09/2006
Welcome to join our discussions
on Offshore Companies, Incorporations,
Jurisdictions, etc..
31/08/2006
Anguilla Financial Services Commission issued a letter regarding  compliance of company managers and trust companies with the Anti-Money Laundering Regulations.
24/08/2006
Anguilla Financial Services Commission has published the Notice of Revocation of the licence of Stewart Trust Limited, formerly known as Sterling Trust (Anguilla) Limited.