When drafting the terms and conditions of preference shares, you may want to consider the following:

1. Number of preference shares to be issued

2. Issuance price

3. Dividend
• Rate of dividend
• Whether dividend is cumulative
• Time for dividend payment

4. Tenure of preference shares
Whether the preference shares will be converted to ordinary shares or redeemed upon expiry of tenure

5. Conversion
• Whether the preference shares are convertible into ordinary shares
• Conversion procedure
• Conversion period
• Conversion price
• Conversion rate i.e. number of ordinary shares issued on conversion of each preference share
• Events giving rise to adjustment of conversion price or conversion rate
• Adjustment mechanism

6. Redemption
• Whether the preference shares are redeemable
• Redemption procedure
• Redemption period
• Redemption price

7. Limited voting rights
See my previous post on limited voting rights of preference shares.

Voting rights of non-voting shares (preference shares)

8. Whether the preference shareholders have rights to participate in surplus profits upon winding up of the company. The preference shareholders do not have such rights unless expressly provided in the constitution.

9. Whether the preference shares are transferable
• Transfer procedure
• The period during which the transfer may take place
• Any limitation on the transferability of the preference shares

10. Ranking
Priority of preference shareholders over ordinary shareholders in respect of dividend payment and repayment of capital in the event of liquidation, dissolution or winding up.

11. Amendment to the constitution
A company may not allot any preference shares unless provided under the constitution and the constitution must set out the rights of the shareholders with respect to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting and priority of payment of capital and dividend in relation to other shares or other classes of preference shares (section 90(4) of the Companies Act 2016).

The issuance of preference shares by a public listed company or its subsidiary must comply with chapter 6 of the relevant Listing Requirements.

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This post was first posted in Linkedin on 7 August 2022.