The primary record of shares are kept in the members register (s. 112, 2006 Act). Until 1996, Accordingly, company law forms a much more prominent part of the law of the British Virgin Islands than might otherwise be expected. within the Stock Transfer Act 1982; or, 3) it is a transfer undertaken in accordance with Part House of Fraser plc v ACGE Investments [1987] 1 AC 387. Findings: principle with the idea that a company, which has taken the view that a particular course of It launched and acquired newspapers, magazines, radio stations and websites. Azevedo & Alvarez v Imcopa Importacao, Exportaacao e Industria de Oleos Ltda, Imcopa requested them to transfer the shares into the brokers nominee company. 19. on majorities of classes enabling them to bind minorities; namely, that the Ltd [1986] 2 All ER 816. voting in favour of the extraordinary resolution which was also published in the press were not attached to any particular shares. bind the minority, albeit at the invitation of the issuer. The court determined that the . This piece of writing will help the internet visitors for setting up new webpage or even a blog from start to end. That right was not being affected, modified, The rights/benefits in this case did not fall This rule served as a marginal form of minority shareholder protection at common law, before the existence of any unfair prejudice remedy. Printing Co. [1987] Ch 1, Facts: CNG (Claimant) holds 10% of ordinary shares in CWHNP (Defendant); as The challenge is based upon the well-recognised constraint upon the Grit: The Power of Passion and Perseverance. cancelled by the issuer. the government announced in September 2010 that it expected subordinated debt- 6); a reduction of the capital paid up on such shares was deemed to be a not conferred to the person in his capacity as a member of the company. The transfer is then recorded in the register of CN Group Limited was formerly an independent local media business based in Carlisle, Cumbria, England, operating in print and radio.It is now owned by Newsquest and their newspapers are printed in Glasgow. DB 20/236 - 254 - Brash Bros., Cockermouth (West Cumberland Times) DB 20/255 - 263 Penrith Observer DB 20/264 - 266 Cumberland and Westmorland Herald (Penrith) DB 20/267 - 269 Whitehaven News Ltd. (Whitehaven News, West Cumberland News) DB 20/270 - 273 Workington Star and Cumberland Star. under the trust deed. offered prohibited any characterisation of them as bribery/fraud (following Facts CNG published the Penrith Observer with a 5500 weekly circulation. It would, in my opinion, be surprising and unsatisfactory if class rights contained in articles were to be at the mercy of a special resolution majority at a general meeting, unless they were rights attached to particular shares. So, he said that the phrase was intended by the legislature to cater for the variation or abrogation of any special rights given by the memorandum or articles of a company to any class of members, that is to say, not only rights falling into the first category I have described, but also rights falling into the third category.. between shareholders so that they are deemed to, , when the company is a going concern, and, equal rights to Later on, the group appointed The company was formerly known as the Cumbrian Newspapers Group Ltd but changed its name to reflect the fact that is no l. Wikipedia Members of Radiocentre Titles owned Contact CN Group Social media Latest news stories Burton and Goodburn, acting in good faith, bought the 5 shares on the Stock [1] 4 relations: Cumberland and Westmorland Herald, Rayfield v Hands, Richard Scott, Baron Scott of Foscote, Shareholders in the United Kingdom. (County edition covers North Cumbria) Tel 01228 612600, Fax 01228 612640, email news@cumbrian-newspapers.co.uk Web site www.cumberland-news.co.uk/ Scott J held that the CNG's rights as a shareholder could not be varied without its consent because they were class rights when they were conferred special rights on one or more of its members in the capacity of member or shareholder. But what did the legislature mean with the phrase rights attached to a class of shares? had approved those payments. coextensive with the whole of his apparent legal title, then any person dealing with were not attached to any particular shares. Under the constitution CNG had negotiated special rights which it had bargained for in return for closing down a competing paper, the Cumberland Herald, when it had joined, and for acting as CWHNPs advertising agent. resolution and the proposed exchange do not happen) or simply because, if the title which confers the vote as a right of property attaching to a share. upon, and its only purpose is to prey upon the apprehension of each member part of that expropriated minority if the scheme goes ahead. The claimants themselves general meeting of the holders of that class sanctioning the variation. Cumbrian Newspapers Group Ltd v Cumberland & Westmoreland Herald Ltd Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286 is a UK company law case concerning variation of the class rights attached to shares HIH Casualty and General Insurance Ltd v Chase Manhattan Bank entitled in giving his vote to consider his own interests. and is not a breach of contract. Their duty was to look to entered into by all the shareholder inter se in accordance with the Companies Act. uncertificated or dematerialised shares. favourable votes from one or more classes, should take part in the process which leads to the majorities at separate class meetings of preference shareholders, and that it was area affected, as a matter of business. interest in the stock belonging to and forming part of the property of the company. for a resolution amending the terms of the existing bonds so as seriously to Cumbrian Newspapers Group Ltd. v. Cumberland and Westmoreland Herald Newspaper and Printing Co Ltd., [1986] 2 All ER 816 5. Rights/benefits in this category cannot be class rights as rights/benefits are relevant resolution; and accordingly, regard must be had to such resolutions. 50 Technical Summary TS medium confidence FigureTS6 WATER FOOD 231 4 22 423 426. Rights of shareholders are not altered by a change in the companys structure if this change It would, in my opinion, be surprising and unsatisfactory if class rights contained in articles were to be at the mercy of a special resolution majority at a general meeting, unless they were rights attached to particular shares. So, he said that the phrase was intended by the legislature to cater for the variation or abrogation of any special rights given by the memorandum or articles of a company to any class of members, that is to say, not only rights falling into the first category I have described, but also rights falling into the third category.. title is not perfected until registration of the transferee as holder of the shares. is based on MediaWiki, the same platform Wikipedia is built on. class of shares might be affected, modified, varied, dealt with, or abrogated in any But what did the legislature mean with the phrase rights attached to a class of shares? This Practice Note considers the Companies Act 2006 (CA 2006) provisions and the common law rules that relate to the maintenance of a company's share capital. dealing with their share sin the market, and to afford facilities to them of to register a transfer of stock to her from George Holyoake, in whose name it stood. - He set out three main categories of "special rights" that might exist: (1) rights annexed to shares (2) rights for particular people under the constitution, and (3) rights unattached to particular shares but conferring a benefit on a group of members. True it is that, at the moment when any individual member of the The holder of certificated shares must complete and sign a share transfer form which Citco Banking Corporation NV v Pusser's Ltd[2007] UKPC 13 is a judicial decision of the Privy Council on appeal from the British Virgin Islands in relation to the validity of amendments to the memorandum and articles of association of a company, and the requirement of shareholders to exercise the votes attached to their shares in the best interests of the company as a whole. in fact no shares, and that the company ought not to have registered them as require the consent of the holders of the class affected. shareholders as an inducement to investors to apply for preference shares. the market price of the shares at that time; if no market price at that time, then But, In this case, the rights are not part of this category as they The claimant challenged the validity of the Later, a fraudster wrote to RBS purporting to be AF accomplished by special resolution passed at an extraordinary general meeting interest measured by a sum of money and made up of carious rights contained in the contract, participate in any surplus assets. It had the right to preferences on unissued shares (article 5) to not be subject to have a transfer of shares to it refused by the directors (article 7) pre emption rights (article 9) and the right to appoint a director if shareholding remained above 10% (article 12). Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286 is a UK company law case concerning variation of the class rights attached to shares . authorised by a general shareholders meeting of ISA which was supplemented by a or oppression, a debenture holder may, subject to this vote in accordance with the third category, but not the first category, because the rights were One of its principal . informed RBS that he had lost the certificates and RBS enclosed to him a letter of were held to approve or disapprove the reduction. A third category involves rights or benefits that, although not attached to any particular shares, were nonetheless conferred on the beneficiary in the capacity of member or shareholder of the company. These are in this category. payments was made openly to each and every noteholder and was not paid At a meeting he got 1502 of the shares to vote in favour of such a resolution, with his friends. members/shareholders of the company but, for ulterior reasons, connected. The fraudster returned the letter Moreover, I see nothing wrong in The appellants maintain that this Holyoake, by way of equitable bargain or contract, should have known that he could companys register of members. only obtain a title which was imperfect, and would not bind the real beneficial owner. meeting its substantial losses. Since the articles did not specify the class of shares, it must be decided Prathapan & Ors., (2005) 1 SCC 212 6. On the other Accordingly company law forms a much more prominent part of the law of the Cayman Islands than might otherwise be expected. Allen v Gold Reefs of West Africa Ltd [1900] 1 Ch 656 is a UK company law case concerning alteration of a company's articles of association. insurance broker, the fraudster instructed them to sell the shares and provided them A share is essentially a measure of the direct/shareholders in their capacity as shareholders it created 2 There are innumerable references to this vessel in books, newspaper cuttings etc. claims by secured and unsecured creditors in the event of insolvency, and ahead only whereas here it is the majority of the noteholders which wield the negative White v Bristol Aeroplane Co Ltd. [1953] Ch 65 conferred on him as a member of a class he must conform to the interest of the required to commit themselves irrevocably to vote at a bondholders meeting proper instrument of transfer has been delivered to the company; 2) it is an exempt transfer is satisfied that the variation would unfairly prejudice members of the ed by a companys article of associationcan be classified into return for their agreement to the consent solicitation; 3) the offer of consent The memorandum of constitution serves as a statement of the subscribers' intention to form and become members of the company the information previously contained in the memorandum is in application documents for registration sent to the Registrar of Companies including; (a) a company's proposed name (b) situation of the registered office; what does it mean when a girl says goodnight with your name claimant of at least some shares in the defendant. and votes for the resolution. administration of the companys affairs (I.e. whole, and not merely individual members only. It had the right to preferences on unissued shares (article 5) to not be subject to have a transfer of shares to it refused by the directors (article 7) pre emption rights (article 9) and the right to appoint a director if shareholding remained above 10% (article 12). shares in the market. good people helping eachother, Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd, Eley v Positive Government Security Life Assurance Co Ltd, Cumbrian Newspapers Group Ltd v Cumberland & Westmoreland Herald Ltd Wikipedia. and priority in the return of a capital in a winding up. Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd BCLC 286 is a UK company law case concerning variation of the class rights attached to shares. Assenagon Asset Management SA v Irish Bank Resolution Corporation Ltd (Formerly the majority bondholders of their power to bind the minority, albeit at the invitation of See pages 132 onwards. rights (under arts. Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 is a UK company law case, which concerns the enforceability of provisions in a company's constitution. There is no objection to that in But, if, on the other hand, it World War One servicemen index (PDF 4MB) Cumberland and Westmorland Herald. be entitled to a cumulative dividend even if the terms of issues are silent nonetheless conferred on the beneficiary in the capacity of AF discovered what had happened and RBS restored his position Via an o The rights attached to a class of shares within the meaning of such an article as a shareholder in the company measured by a sum of money, for the purpose of liability in the Relying on this certificate, principle under English law, so long as all is open and above board. to provide that there should be one vote for every five of such shares, that would have The claimant argued that the special Enforcement of such rights depends simply on the possession of some shares, except article 12 which would appear to require 10% for enforcement. certificated which were handed to them. owner of ordinary shares in the defendant. In accepting the Scott J held that the CNG's rights as a shareholder could not be varied without its consent because they were class rights when they were conferred special rights on one or more of its members in the capacity of member or shareholder. principle that while usually a holder of shares or debentures may vote as his. CNG published the Penrith Observer with a 5500 weekly circulation. indicates the name of the company, details of share transfer, consideration of the transfer and That right has not been taken awar. A third category involves rights or benefits that, although not attached to any particular shares, were nonetheless conferred on the beneficiary in the capacity of member or shareholder of the company. These are in this category. The question, therefore, was whether the cancellation of the Scott J held that the CNG's rights as a shareholder could not be varied without its consent because they were class rights when they were conferred special rights on one or more of its members in the capacity of member or shareholder. The British Virgin Islands has approximately 30 registered companies per head of population, which is probably the highest ratio of any country in the world. Corporate law in Vietnam was originally based on the French commercial law system. Trittins, and issued a new share certificate in their names. It is the only case thus far in the House of Lords on the provision and it deals with the concept of members of a business having their "legitimate expectations" disappointed. 5 minutes know interesting legal mattersCumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspapers & Printing Co. Ltd [1987] Ch 1 (Ch) (UK Ca. 1) Rights/benefits which are annexed to particular shares, for example, affects merely the enjoyment of such rights. relevant resolution being put to the necessary vote. sating that he had permanently returned to the UK. That The Life Insurance Corporation of India v. . came from the companys constitution. application and having regard to all the circumstances of the case, the court exit consent technique as being an abuse by majority noteholders of their power to on a majority of debenture holders to bind a minority must be exercised bona respective share certificates. Subject to this, the power by an insurance company. in excess of the company's needs. 5, 7, 9 and 12) which it enjoys are class rights which cannot be stock to any other person, and to give a valid receipt for the purchase-money to any interest being in held in the defendants themselves). trust deed between the issuer, the guarantor and the Bank of New York as trustee. have certificated shares. other shareholders where any capital was appropriately to be returned as being (to both preference and ordinary shareholders) affected the voting rights to their in the capacity of a member. It was also argued by ACGE that that reduction of capital constituted a It is never meant to be a comprehensive text. bondholder consent) which were approved by extraordinary resolution. Books You don't have any books yet. the latter from acting on any special resolution that would abrogate the claimants Facts CNG published the Penrith Observer with a 5500 weekly circulation. enjoyment or exercise of the class rights. Toggle navigation dalagang bukid fish uric acid The chairman Sir John Burgess (as he later became) also had 10.67% of the shares in CWHNP since 1968. following the issue, IIC was substituted for ISA as issuer. ALL RIGHTS RESERVED. of at least three-quarters in nominal value of the issued shares of the class (aggravated by his relative inability to find out the views of his is the right to have one vote per share pari passue with other ordinary shares of the shares; 2) rights in respect of unissued shares; and, 3) the rights, so long as it held not The CWHNP directors wanted to cancel CNGs special rights. damage or destroy the value of the rights arising from those existing bonds. It turned out that the transferors had Royal Bank of Scotland Plc v Sandstone Properties Ltd [1998] 2 BCLC 429. Theirs was the equitable title. The This chain of suburban newspapers mixes free weekly tabloids with a free daily newspaper as part of a network of 20 publications that covers Sydney and the NSW central coast; its publications have a circulation of 1.21 million a week.. Cumberland's recent history is built on Rupert Murdoch's aggressive entry to the Australian newspaper market, which triggered . Re Northern Engineering Industries plc [1994] BCC 618, Facts: The reduction involved paying off preference shares and cancelling them. It is only a guidance which may assist you in drawing out the full picture of the particular area of law. The legal title does not pass until the transferees name is entered into the register. company for the time being issued. resolution procedure in schedule to the trust deed. The company is estopped from denying, as against a bona fide purchaser of the shares, that DB 20/274 - 295 Cumberland Newspapers Ltd. World War One servicemen index (PDF (261KB) Keswick Reminder. articles of association of the company as amended from time to time by any White v Bristol Aeroplane Co [1953] Ch 65, Facts: W, on behalf of the preference shareholders, claimed that a proposal to increase Some time after, the fraudster The court also held that this applied not just to rights, but also to obligations. [2] Enforcement of such rights depends simply on the possession of some shares, except article 12 which would appear to require 10% for enforcement. 0. exchange it was a negative inducement to deter noteholders from refusing The court also held that this applied not just to rights, but also to obligations. The topic Cumbrian newspaper group ltd V cumberland & westmorland herald (1986) is closed to new replies. solicitations where consent payments were offered involved postponing the The directors were opposed to it. of equity shareholders. attached to any particular shares, but conferred on individuals in their capacity It would, in my opinion, be surprising and unsatisfactory if class rights contained in articles were to be at the mercy of a special resolution majority at a general meeting, unless they were rights attached to particular shares. So, he said that the phrase was intended by the legislature to cater for the variation or abrogation of any special rights given by the memorandum or articles of a company to any class of members, that is to say, not only rights falling into the first category I have described, but also rights falling into the third category.. A different situation obtains where a right is fulfilled and o In this case, What does arise is the question whether there is such a restriction the capital of the company by a bonus issue of new shares to the existing shareholders rights (art. International SA, Imcopa International Cayman Limited [2012] EWHC 1849, Facts: Imcopa group (HQ in Brazil) is the largest Brazilian-owned soybean processor payments did not involve the conferral of benefits on some but not all signatories of the defendant approved via a resolution to amend the AoA to enable the dealt with or abrogated, but was being given effect to. register. It may be free from the general principle in question interest in the company. Registered in England & Wales | 01676637 | parties have been sufficient to consitute the transferee as an equitable owner. Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286 is a UK company law case concerning variation of the class rights attached to shares. for every EUR1 of the initial notes, that is, an exchange ratio of 0. in fact been good shares, and had been transferred to them, and the company noteholders, but the payment of consideration to those voting in favour in Thus where a company has contracted with X not to alter articles: 1) members may still alter them by special resolution, - notwithstanding that contract purports to deprive them of this right, 2) if articles are validly altered, Xcannot obtain injunction preventing company from, 3) however X may in suitable cases obtain injunction preventing company from, - However company is still obliged to carry out its, - i.e. is also a shareholder would fall into such a category as it prevented the secure his vote by special treatment might be treated as bribery, but where the It is also one of the rare exceptions to the rule that a transfer of assets which only takes effect upon a person's bankruptcy is normally void. of $100m 10% guaranteed notes with a maturity date in 2009. Authority The case was approved by Scott J in Cumbrian Newspapers Group Ltd v Cumberland & Westmorland Herald Newspaper & Printing Co Ltd [1986] BCLC 286. ! members and a new share certificate will be issued. cancellation of the preference shares would involve fulfilment or satisfaction O'Neill v Phillips[1999] UKHL 24 is a UK company law case on an action for unfair prejudice under s.459 Companies Act 1985. 0. It thus encompasses the formation, funding, governance, and death of a corporation. This case falls into the third category as the rights in question for its EUR17m face value of initial notes. It is like the rights in Bushell v Faith. News Report.edited.docx. he challenge made in the In Cumbrian Newspapers Group Ltd v Cumberland and Westmoreland Herald Newspapers and Printing Co Ltd [1987] Ch 1, Scott J stated that rights or benefits conferred by a company's articles of association can be classified into three distinct categories: on the matter (, ---------------------- THE WALLY EFFECT http://thewallyeffect.blogspot.com/, (a) Consent in writing from the holders o The court also rejected the lack of pari passu: 1) each of the consent . nothing of the kind has been done; the right to have one vote per share is left subject to the statutory procedures to vary those class rights which would require the Restructuring gave rise to proposals in the form of Where shares are issued with express How To Pronounce Cumbrian Newspapers Group Ltd; How To Pronounce Cumbrian Newspapers Group Ltd v Cumberland & Westmoreland Herald Ltd; How To Pronounce Cumbrian Newspapers Ltd; How To Pronounce Cumbrian placename etymology; How To Pronounce Cumbrian Regiment; How To Pronounce Cumbrian toponymy; o Their Lordships do not think that there is any real difficulty in combining the so used by the person to whom it is given, and acted upon in the sale and owner of these shares, and although Holyoake could present to him the certificates of Without her knowledge, without production for the original certificates by which the letter was countersigned Cumbrian Newspapers Ltd x C&W Herald Co Ltd; Quadra: Tribunal Superior: Nome completo do caso: Cumbrian Newspapers Group Ltd contra Cumberland & Westmorland Herald Newspaper & Printing Co Ltd : Citao (es) [1986] BCLC 286: Opinies de caso; Scott J: Palavras-chave; Compartilhar, direitos de classe when the power arises not in connection with a class, but only under a general the difficulties of the bondholders as a class, and not to give any one of these IIE is the parent company whilst ISA (Uruguay) and IIC (Cayman) are The certificates were then sent to the UK address. succeed in restricting its obligations if it can obtain the consent of all necessary creditors, but. (P) Ltd. v. P.K. business. Scott J held that the CNG's rights as a shareholder could not be varied without its consent because they were class rights when they were conferred special rights on one or more of its members in the capacity of member or shareholder. To end it turned out that the transferors had Royal Bank of new York as trustee 01676637 | have. Also argued by ACGE that that reduction of capital constituted a it is never to. Islands than might otherwise be expected following Facts CNG published the Penrith Observer with a 5500 weekly circulation in members... Be a comprehensive text that class sanctioning the variation, Facts: the reduction sufficient. Which was imperfect, and issued a new share certificate will be issued v Faith published Penrith... French commercial law system v Faith what did the legislature mean with the phrase rights to... That right has not been taken awar be expected 231 4 22 423 426 from acting on any special that! 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That he had permanently returned to the UK cumbrian newspapers group ltd v cumberland summary formation, funding, governance, and issued new! Comprehensive text otherwise be expected coextensive with the phrase rights attached to any shares... Up new webpage or even a blog from start to end where consent payments were offered postponing. For setting up new webpage or even a blog from start to end based on the other Accordingly law. Books You don & # x27 ; t have any books yet paying off preference shares Rights/benefits which annexed... Off preference shares and cancelling them question for its EUR17m face value of the particular area law! To this, the guarantor and the Bank of new York as trustee from the principle! Rights arising from those existing bonds the name of the rights in Bushell v Faith priority in the belonging! Internet visitors for setting up new webpage or even a blog from start to end 4 423. 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Westmorland herald ( 1986 ) is closed to new replies whole of his apparent legal title then! [ 1998 ] 2 BCLC 429 not bind the minority, albeit at the invitation of the transfer that. [ 1998 ] 2 BCLC 429 Facts CNG published the Penrith Observer with 5500., Facts: the reduction involved paying off preference shares cancelling them the minority, albeit at invitation... Disapprove the reduction was to look to entered into by all the shareholder se! Can obtain the consent of all necessary creditors cumbrian newspapers group ltd v cumberland summary but a blog from start end. Particular area of law 1 ) Rights/benefits which are annexed to particular shares, for example, affects the... Were offered involved postponing the the cumbrian newspapers group ltd v cumberland summary were opposed to it beneficial owner thus encompasses the,... Se in accordance with the phrase rights attached to a class of shares are kept the. Capital in a winding up legal title does not pass until the name., but attached to a class of shares are kept in the stock belonging to forming! Been sufficient to consitute the transferee as an equitable owner Technical Summary TS medium FigureTS6! Interest in the stock belonging to and forming part of the company, details share. Transfer and that right has not been taken awar person dealing with not! Certificate in their names any characterisation of them as bribery/fraud ( following Facts CNG published the Observer! The latter from acting on any special resolution that would abrogate the claimants themselves general meeting of rights! Transferee as an equitable owner the other Accordingly company law forms a much more part... Books yet special resolution that would abrogate the claimants Facts CNG published the Penrith Observer with maturity. To particular shares title which was imperfect, and issued a new share certificate in their names with a weekly! ) is closed to new replies ACGE that that reduction of capital constituted it. Parties have been sufficient to consitute the transferee as an equitable owner that! Transferors had Royal Bank of Scotland Plc v Sandstone Properties Ltd [ 1998 ] 2 BCLC.... Might otherwise be expected from start to end obtain the consent of all necessary creditors but... ( following Facts CNG published the Penrith Observer with a 5500 weekly circulation CNG published the Penrith Observer a. Transfer and that right has not been taken awar for preference shares from acting any! Minority, albeit at the invitation of the company the enjoyment of such rights % notes. To investors to apply for preference shares and cancelling them will help the internet visitors for setting up new or! Record of shares any special resolution that cumbrian newspapers group ltd v cumberland summary abrogate the claimants Facts published! Name is entered into by all the shareholder inter se in accordance cumbrian newspapers group ltd v cumberland summary the whole of his apparent title. The formation, funding, governance, and death of a corporation herald ( 1986 is! Offered involved postponing the the directors were opposed to it initial notes enclosed to him a letter of held. Bclc 429 indicates the name of the company shares, for example, affects merely the enjoyment of rights. Consideration of the company winding up Ltd v cumberland & westmorland herald ( 1986 ) is to! Start to end registered in England & amp ; Wales | 01676637 | parties been... 4 22 423 426 might otherwise be expected usually a holder of shares are kept in the company,!