Companies Act 2014 section 108

Power to redeem preference shares issued before 5 May 1959

Section 108 deals with the power of a company to redeem preference shares that were issued before 5 May 1959, setting out the conditions, procedures and capital maintenance rules that must be followed.

• A company may redeem pre-5 May 1959 preference shares if authorised by its constitution, but only from distributable profits or proceeds of a new share issue, and the redemption price must not exceed the original issue price.
• The redemption must be approved by a special resolution, advertised in the Iris Oifigiúil and a local daily newspaper 14 to 30 days before the meeting, sanctioned by the court, and offered to all holders of the relevant preference shares without compulsion.
• Where redemption is funded from profits rather than a new share issue, an amount equal to the nominal value of the redeemed shares must be transferred from distributable profits to undenominated capital (excluding the share premium account).
• Redemption does not reduce the company's authorised share capital, and the company may issue new shares up to the nominal amount of the redeemed shares as if those shares had never been issued.