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Grand Ltd was registered on 3rd July 2017. Grand Ltd’s share capital consists of 25,000 ordinary shares issued at a price of $5 per share and 5,000 preference shares, issued at a price of $2. At the...

Grand Ltd was registered on 3rd July 2017.  Grand Ltd’s share capital consists of 25,000 ordinary shares issued at a price of $5 per share and 5,000 preference shares, issued at a price of $2.  At the time Grand Ltd is registered all ordinary shares have one vote per share. Preference share rights are set out in a special resolution passed by Grand Ltd shortly after its registration. The preference share rights are as follows:
•    The dividend rate on the preference share is 7 % cumulative per annum;
•    Preferred repayment of capital;
•    No participation in surplus assets or profits,
•    Voting rights are one preference share one voting right.
Grand Ltd’s Constitution does not refer to future issues of preference shares. Nor does the Constitution contain a procedure for varying or cancelling share class rights.
Sixty per cent of the ordinary shares are held by the Audax family. Grand Ltd wants to raise further funds for expansion. Grand Ltd prefers an equity capital raising to a loan capital raising in order to maintain its conservative gearing ratios. The Audax family wishes to retain their current level of control of the company, but without having to invest further funds in it.  The company proposes to undertake the following share capital transactions to raise further capital:
(a)    To issue 5,000 new preference shares on the same terms as the existing preference shares;
(b)    To divide the ordinary shares into two groups, Group A and Group B.  Group A shares (owned by the Audax family) will have two votes each on a poll. Group B shares will have one vote each on a poll;  and
(c)    To issue 20,000 new Group B shares to new investors at an issue price of $5.00.
Separately consider each capital transaction. Can Grand Ltd successfully undertake each transaction?  Explain your answer with references to the relevant sections of the Corporations Act 2001 and relevant case law.  Prepare your answer using the ILAC method.



Oct 07, 2019
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