Chapter V

Miscellaneous

20. —The Copyright Act, 1963 , is hereby amended in section 57 by the insertion of the following subsections after subsection (1):

“(1A) Subsection (1) of this section and Part II of this Act are without prejudice to the copyright of the European Central Bank in legal tender notes denominated in the euro unit.

(1B) This section shall apply to any national face of coins issued under section 11 of the Economic and Monetary Union Act, 1998.”.

21. —(1) Any form set out in a statute or statutory instrument passed or made before the 1st day of January, 2002, and containing a reference to a sum of money in the Irish pound unit (whether expressly or by reference to section 11 of the Decimal Currency Act, 1970 ) may be modified by, or with the express permission of, the authority issuing it so as to show also the corresponding amount in the euro unit in accordance with the conversion rate.

(2) Any form set out in a statute or statutory instrument passed or made before the 1st day of January, 2002, which is designed to accommodate references to sums of money wholly or partly in the Irish pound unit (whether expressly or by reference to section 11 of the Decimal Currency Act, 1970 ) may be modified by, or with the express permission of, the authority issuing it so as to enable it to accommodate references to sums of money wholly or partly in the euro unit.

(3) Subsections (1) and (2) are without prejudice to any other provision authorising the modification of any such form.

22. —As of the 1st day of January, 1999, the rate known as the Dublin Interbank Offered Rate shall be replaced by the rate known as the Euro Interbank Offered Rate.

23. —(1) The Minister may by order, in respect of one or more than one date and under such terms and conditions as the Minister determines, redenominate into the euro unit all or part of the outstanding debt duly issued by or on behalf of the State under the law of the State and denominated in the Irish pound unit, and the Minister may by order amend or revoke an order under this subsection but shall not revoke an order after its effective date.

(2) (a) (i) The Minister may redenominate into the euro unit all or part of the outstanding debt duly issued by or on behalf of the State and denominated in any national currency unit, where the Member State in the national currency unit of which the debt is denominated has redenominated into the euro unit all or part of its general government debt denominated in its national currency unit.

(ii) The terms and conditions in accordance with which the Minister may effect a redenomination under subparagraph (i) shall be those laid down in the law of the Member State under which the debt was issued.

(iii) Prior notice in the Iris Oifigiúil of an intention to effect a redenomination under subparagraph (i) shall be given by the Minister at least one month in advance of such redenomination.

(b) An issuer of debt other than the State may, under the terms and conditions laid down in an order under subsection (1), as if such issuer were the State, redenominate into the euro unit bonds and other forms of securitised debt negotiable in the capital markets, and money market instruments issued by them under the law of the State and denominated in any national currency unit, but only where the Member State in the national currency unit of which the debt is denominated has redenominated into the euro unit all or part of its general government debt denominated in its national currency unit.

(3) (a) Where, in respect of its borrowing, a State body and all other relevant parties to a facility agreement, denominated in any national currency unit, agree to redenominate into the euro unit the currency of the agreement and agree to redenominate the amounts specified therein and to adjust them to convenient euro-denominated sums, the consent of either or both the Minister and any other Minister of the Government which, but for this subsection, would be duly required shall not be required to such adjustments or to any other consequential adjustments to the agreement concerned arising therefrom or pursuant to the introduction of the euro but only if the aggregate amount of borrowings by the State body concerned, including borrowings by way of negotiable debt instruments, does not exceed the limit (if any) on such borrowings to which a Minister of the Government has already consented.

(b) Where the Minister has issued a guarantee in respect of the borrowings of a State body and the contract in respect of those borrowings is amended pursuant to paragraph (a), the consent of the Minister and of any other Minister of the Government to an equivalent change in the guarantee shall not be required but only if the aggregate amount of the borrowings of the State body concerned, including borrowings by way of negotiable debt instruments, which are already guaranteed by the Minister is not exceeded.

(c) In this section “State body” means a body whose borrowing is subject to the consent of a Minister of the Government.

24. —(1) In this section and sections 25 and 26 —

“articles of association” in the case of a company which is not a company within the meaning of section 2 (1) of the Companies Act, 1963 , includes its charter, bye-laws or other constituent documents;

“company” means a company within the meaning of section 2 (1) of the Companies Act, 1963 , and any body corporate within the meaning of section 377 (1) of that Act;

“share” includes share of stock in share capital of a company.

(2) (a) Where the share capital of a company or any part of such capital is redenominated into euro after the transitional period under Article 14 (which relates to the reading, at the end of the transitional period, of references in legal instruments to national currency units as references to the euro unit) of the Council Regulation of 1998, such redenomination shall be effected at the whole or any part of the total issued or to be issued share capital, including each class of the foregoing (where any separate classes exist).

(b) The redenominated nominal share par value shall be calculated by dividing the total redenominated amount determined in accordance with paragraph (a) by the total number of shares authorised, issued or to be issued, or in the relevant class, as appropriate, so that the nominal value is expressed in unrounded euro amounts.

25. —(1) This section shall apply—

(a) to every company having a share capital, and

(b) notwithstanding anything to the contrary contained in the Companies Acts, 1963 to 1990, or in the memorandum or articles of association of a company to which this section applies.

(2) Where the whole or part of the total authorised share capital of a company, the total issued share capital or to be issued share capital of a company including any class of the foregoing (where any separate classes exist) is, in its memorandum or articles of association, expressed in Irish pounds or in the currency of another participating Member State immediately before the 1st day of January, 1999, such share capital, class or part thereof may be redenominated into the euro unit in accordance with subsection (3).

(3) (a) Subject to subsection (5) and paragraph (b), the shareholders of a company may by ordinary resolution—

(i) passed at a general meeting, or

(ii) if the articles of association of the company so permit, in writing signed by all the members of the company for the time being entitled to attend and vote on such resolution in accordance with section 141 (8) of the Companies Act, 1963 ,

determine that the whole or part of the total authorised share capital of a company, the total issued share capital or to be issued share capital of a company including any class of the foregoing shall be redenominated into the euro unit at the conversion rate and converted in accordance with Article 4, and rounded in accordance with Article 5, of Council Regulation (EC) No 1103/97 of 17 June 1997 on certain provisions relating to the introduction of the euro.

(b) The redenominated nominal share par value shall be calculated by dividing the total redenominated amount determined in accordance with paragraph (a) by the total number of shares authorised, issued or to be issued, or in the relevant class, as appropriate, so that the nominal value is expressed in unrounded euro amounts.

(4) A reduction in the nominal value of issued share capital under this section shall be deemed not to be a reduction of share capital within the meaning of the Companies Acts, 1963 to 1990.

(5) Any redenomination pursuant to a shareholders’ resolution under subsection (3) shall not in any way change the rights, privileges or advantages that were held by, or obligations, restrictions or limitations imposed on, shareholders prior to the passing of the resolution in relation to dividends, voting at meetings or other matters.

(6) A company shall send a printed copy of any resolution under subsection (3) to the Registrar of Companies within 15 days of its passing and the Registrar shall duly record every such resolution.

(7) (a) Where a company fails to send a printed copy of any resolution under subsection (3) to the Registrar of Companies in accordance with subsection (6), it shall be guilty of an offence and be liable, on summary conviction, to a fine not exceeding £250.

(b) Where an offence under this subsection is committed by a body corporate and is proved to have been so committed with the consent, connivance or approval of or to be attributable to any neglect on the part of a person being a director, secretary or other officer of the body corporate, or any other person who was acting or purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

(8) This section, other than subsections (6), (7) and this subsection, shall cease to have effect from the 1st day of January, 2002.

26. —(1) This section shall apply—

(a) to every company having a share capital, and

(b) notwithstanding anything to the contrary contained in the Companies Acts, 1963 to 1990, or in the memorandum or articles of association of a company to which this section applies.

(2) Following any redenomination of share capital or any part thereof into the euro unit pursuant to section 25 , or where at the end of the transitional period Article 14 (which relates to the reading, at the end of the transitional period, of references in legal instruments to national currency units as references to the euro unit) of the Council Regulation of 1998 applies, the authorised and issued, or to be issued, share capital and the nominal par value of shares in a company may be further adjusted to achieve nominal share values considered appropriate to the then share price in the euro unit (in this section referred to as “renominalisation”) in accordance with subsections (3) and (4) but such adjustments shall not reduce the nominal value of any share to zero.

(3) A company to which this section applies may by ordinary resolution—

(a) passed by the shareholders in general meeting, or

(b) if the articles of association so permit, in writing signed by all the members of the company for the time being entitled to attend and vote on such resolution in accordance with section 141 (8) of the Companies Act, 1963 ,

alter the provisions of the memorandum and articles of association to effect renominalisation, provided there is an appropriate adjustment in distributable reserves (being profits available for distribution to which section 45 (2) of the Companies (Amendment) Act, 1983 , relates) or through the introduction of additional capital, which shall be properly accounted for, and where there is not a decrease in share capital.

(4) (a) Where the result of the renominalisation by virtue of subsection (2) would be a decrease in the whole or part of the authorised and issued share capital, or in a class of shares, a special resolution shall be required to be passed—

(i) in the case of the authorised and issued share capital, by the shareholders, or

(ii) in the case of a class of share, by the shareholders of the class,

to the effect that there shall be transferred to a fund to be known as the Capital Conversion Reserve Fund, an amount equal to the aggregate amount of the capital reduced as a result of the renominalisation in accordance with subsection (2), and that the amount so transferred does not represent more than 10 per cent of the reduced share capital.

(b) The provisions of the Companies Act, 1963 , which relate to the reduction of the share capital of a company shall, except as provided in this section, apply as if the Capital Conversion Reserve Fund were paid up share capital of the company concerned.

(5) Any renominalisation of the nominal value of issued share capital under this section shall be deemed not to be a reduction of share capital within the meaning of the Companies Acts, 1963 to 1990.

(6) Any renominalisation of shares under this section shall not of itself affect or vary the obligation of a shareholder to pay the amount, if any, unpaid on such shares.

(7) Any renominalisation under this section shall not in any way change the rights, privileges or advantages that were held by, or obligations, restrictions or limitations imposed on, shareholders prior to the passing of the resolution in relation to dividends, voting at meetings or other matters.

(8) A company shall send a printed copy of any resolution under subsection (3) or (4) to the Registrar of Companies within 15 days of the passing of any such resolution and the Registrar shall duly record every such resolution so sent.

(9) (a) Where a company fails to comply with subsection (8) it shall be guilty of an offence and be liable, on summary conviction, to a fine not exceeding £250.

(b) Where an offence under this subsection is committed by a body corporate and is proved to have been so committed with the consent, connivance or approval of or to be attributable to any neglect on the part of a person being a director, secretary or other officer of the body corporate, or any other person who was acting or purporting to act in any such capacity, that person as well as the body corporate shall be guilty of an offence and be liable to be proceeded against and punished as if he or she were guilty of the first-mentioned offence.

(10) The Capital Conversion Reserve Fund may, notwithstanding any other provision of this section, be applied by the company concerned in paying up unissued shares of that company (other than redeemable shares) to be allotted to shareholders of the company as fully paid bonus shares.

(11) This section, other than subsections (8), (9), (10) and this subsection, shall cease to have effect from the 30th day of June, 2003.

27. —The Central Bank Act, 1989 , is hereby amended in section 134 —

(a) by the insertion of the following subsection after subsection (4):

“(4A) No direction under this section shall be made by the Minister in respect of the performance of any function or duty of the Bank, or the exercise of any power by the Bank, required by or under the Treaty or the Statute.”,

and

(b) by the substitution of the following subsection for subsection (7):

“(7) In this section—

‘foreign currency’ has the same meaning as it has in the Exchange Control Act, 1954 ;

‘the Treaty’ and ‘the Statute’ have the same meanings, respectively, as are assigned to them for the purposes of this Act by subsection (8) (inserted by the Central Bank Act, 1998 ) of section 23 .”.

28. —The Central Bank Act, 1997 , is hereby amended—

(a) in section 10 , by the addition of the following subsection after subsection (2):

“(3) In the performance of any function or duty by the Bank, or the exercise of any power by the Bank, required by or under the Treaty or the Statute, subsections (1) and (2) shall not apply.”,

and

(b) in section 13 , by the insertion of the following subsection after subsection (2):

“(2A) (a) In the performance of any function or duty by the Bank, or the exercise of any power by the Bank, required by or under the Treaty or the Statute, subsections (1)(b) and (2) shall not apply.

(b) In this subsection ‘the Treaty’ and ‘the Statute’ have the same meanings, respectively, as are assigned to them for the purposes of this Act by subsection (2) (inserted by the Central Bank Act, 1998 ) of section 24.”.

29. —(1) The Minister may make regulations for enabling this Part to have full effect.

(2) Regulations under this Part may contain such incidental, supplementary and consequential provisions as appear to the Minister to be expedient for any purpose of this Part.