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Share Capital
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- Ishaan Real Estate has 145,854,133 Ordinary Shares in issue.
- No shares are held by the company in treasury
- So far as the company is aware, all shares are held in public hands
- The Ordinary Shares are admitted to trading on AIM (formerly the Alternative Investment Market) of the London Stock Exchange
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Transfer of shares
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Form of transfer of shares
Subject to the applicable restrictions in the Articles of Association, each member may transfer all or any of his shares by instrument of transfer in writing in any usual form or in any form approved by the Board, or without a written instrument (subject to the class of shares becoming a participating security for the purpose of the Transfer of Securities Regulations 1996) through an uncertificated system in accordance with the regulations. Such instruments shall be executed by and on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the register in respect of it. |
Right to refuse registration
The Board may, in its absolute discretion and without giving any reason, refuse to register any transfer of any certificated share (or renunciation of a renounceable letter of allotment) unless:
(a) it is in respect of a share which is fully paid up;
(b) it is in respect of a share upon which the Company has no lien;
(c) it is in respect of only one class of share; and
(d) it is in favour of not more than four joint transferees; and
(e) it is duly stamped (if so required); and
(f) it is delivered for registration to the registered office or such other place that the Board may from time to time determine, accompanied (except in the case of a transfer by a recognised person where a certificate has not been issued or in the case of a renunciation) by it certificate for the shares to which it relates and such other elements as the Board may reasonably require to prove the title of the transferor.
The Board shall not refuse to register any transfer or renunciation of shares which are traded on AIM in circumstances where such refusal would prevent dealings in such shares from taking place on an open and proper basis.
The Board may also refuse to register a transfer if in their opinion (and with the concurrence of the London Stock Exchange or such other competent authority) exceptional circumstances so warrant.
The Board is required to register a transfer of an uncertificated share in accordance with the Transfer of Securities Regulations 1996 and may refuse to register the transfer of any uncertificated share in accordance with those regulations.
The Board may also refuse to register a transfer of shares in favour of a person believed by them to be a prohibited person. A prohibited person for these purposes is any person, as determined by the Board, to whom a transfer of shares:
(a) would be in breach of the laws or requirements of any jurisdiction or governmental authority; or
(b) may cause the Company to be classified as an "investment company" under the United States Investment Company Act of 1940; or
(c) in circumstances which, in the opinion of the Board, might result in the Company and/or the members as a whole incurring any liability to taxation or suffering any other regulatory, pecuniary, legal or material administrative disadvantage that the Company might not otherwise have suffered or incurred; or
(d) would cause the assets of the Company to be deemed assets of an employee benefit plan as defined in and subject to ERISA, a plan subject to section 4975 of the Code, or an entity whose underlying assets include plan assets by reason of such an employee benefit plan's or plan's investment in such entity, including, without limitation, as applicable, an insurance company general account.
Prohibited persons include Isle of Man residents without the consent of the Board. The Board may require a potential transferee to supply such information as the Directors reasonably require in order to determine whether a potential transferee qualifies as a prohibited person.
If a member who appears to be interested in shares or is interested in shares and has received a direction notice in accordance with the Articles from the Company and has not responded, purports to transfer the shares, such transfer will not be registered.
If the transferee is a prohibited person or the Board otherwise determines that the holding of shares by such transferee would be in breach of any relevant legal or regulatory requirement or would subject the Company to any adverse legal, regulatory or taxation consequences or the Board otherwise determines (in its sole discretion and without being obliged to provide its reasons therefor) that such holding is not in the Company’s interests, the Company may direct such transferee to sell his shares to a person who is not a prohibited person within thirty days of the notice of refusal. If the holder fails to transfer his shares in accordance with the directions of the Company within the period prescribed, the forfeiture provisions described below shall apply mutatis mutandis.
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Notice of refusal
If the Board refused to register a transfer of a share, it shall, within two months after the date on which the transfer was lodged with the Company, send notice of refusal to the transferee.
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Closing of register
The registration of transfers of shares or of any class of shares may be suspended (to the extent where same is consistent with the IoM Companies Act) at such times and for such periods (not exceeding 30 days in any year) as the Board may from time to time determine. Notice of closure of the register shall be given in accordance with the requirements of the IoM Companies Act.
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Compulsory transfer
The Board may require a transferee to sell, or to transfer, the shares to the Company or to a third party to (i) prevent the Company from being in violation of, or required to register under, the Investment Company Act or (ii) avoid the assets of the Company being treated as "plan assets" for the purposes of ERISA.
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Share Capital