Debentures, floating charges and debenture trust deeds under CAMA 2020

A company may borrow money for the purpose of its business or objects and may mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the company or of any third party.

Open section 191 on its own page

(1) Every company shall, within 60 days after the allotment of any of its debentures or after the registration of the transfer of any debentures, deliver to the registered holder thereof, the debenture or a certificate of the debenture stock under the common seal of the company (if the company has a common seal) or otherwise executed as a deed by the company.

(2) If a debenture or debenture stock certificate is defaced, lost or destroyed, the company, at the request of the registered holder of the debenture, shall issue a certified copy of the debenture or renew the debenture stock certificate on payment of a fee as the company may determine and on such terms as to evidence and indemnity and the payment of the company’s out-of- pocket expenses of investigating evidence, as the company may reasonably require.

(3) If default is made in complying with this section, the company and any officer of the company who is in default, is liable to such fine as the Commission shall specify in the regulation, and on application by any person entitled to have the debentures or debenture stock certificate delivered to him, the Court may order the company to deliver the debenture or debenture stock certificate and may require the company and any such officer to bear all the costs of and incidental to the application.

Open section 192 on its own page

Every debenture shall include a statement on the following matters—

(a) the principal amount borrowed ;

(b) the maximum discount which may be allowed on the issue or re-issue of the debentures, and the maximum premium at which the debentures may be made redeemable ;

(c) the rate of and the dates on which interest on the debentures issued shall be paid and the manner in which payment shall be made ;

(d) the date on which the principal amount shall be repaid or the manner in which redemption shall be effected, whether by the payment of instalments of principal or otherwise ;

(e) in the case of convertible debentures, the date and terms on which the debentures may be converted into shares and the amounts which may be credited as paid up on those shares, and the dates and terms on which the holders may exercise any right to subscribe for shares in respect of the debentures held by them ; and (f ) the charges securing the debenture and the conditions subject to which the debenture shall take effect.

Open section 193 on its own page

(1) Statements made in debenture or debenture stock certificates is prima facie evidence of the title to the debentures of the person named therein as the registered holder and of the amounts secured thereby.

(2) If any person changes his position to his detriment in reliance in good faith on the continued accuracy of any statement made in the debenture or debenture stock certificate, the company shall be estopped in favour of such person from denying the continued accuracy of such statements and shall compensate such person for any loss suffered by him in reliance thereon, which he would not have suffered had the statement been or continued to be accurate, but nothing in this subsection shall derogate from any right the company may have to be indemnified by any other person.

Open section 194 on its own page

A contract with a company to take up and pay for any debenture of the company may be enforced by an order for specific performance.

Open section 195 on its own page

A company may issue perpetual debentures, and a condition contained in any debenture, or in any deed for securing any debentures, shall not be invalid by reason only that the debentures are made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding.

Open section 196 on its own page

Debentures may be issued upon the terms that in lieu of redemption or repayment, they may, at the option of the holder or the company, be converted into shares in the company upon such terms as may be stated in the debentures.

Open section 197 on its own page

(1) Debentures may either be secured by a charge over the company’s property or may be unsecured by any charge.

(2) Debentures may be secured by a fixed charge on certain of the company’s property or a floating charge over the whole or a specified part of the company’s undertaking and assets, or by both a fixed charge on certain property and a floating charge.

(3) A charge securing debentures shall become enforceable on the occurrence of the events specified in the debentures or the deed securing the same.

(4) Where legal proceedings are brought by a debenture holder to enforce the security of a series of debentures of which he holds part, the debenture holder shall sue in a representative capacity on behalf of himself and all other debenture holders of that series.

Open section 198 on its own page

A company limited by shares may issue debentures which are, or at the option of the company are, liable to be redeemed.

Open section 199 on its own page

(1) Where either before or after the commencement of this Act, a company has redeemed any debenture previously issued, unless—

(a) any provision, express or implied, to the contrary is contained in the articles or in any contract entered into by the company ; or

(b) the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures shall be cancelled, the company shall have, and shall be deemed always to have had, power to re-issue the debentures, either by re-issuing the same debentures or by issuing other debentures in their place.

(2) On a re-issue of redeemed debentures, the person entitled to the debentures, shall have, and shall be deemed always to have had, the same priorities as if the debentures had never been redeemed.

(3) Where a company has, either before or after the commencement of this Act, deposited any of its debentures to secure advances, from time to time, on current account or otherwise, the debenture shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debit, whilst the debentures remained so deposited.

(4) The re-issue of a debenture or the issue of another debenture in its place under this section shall be treated as the issue of a new debenture for the purposes of stamp duty, but it shall not be so treated for the purposes of any provision limiting the amount or number of debentures to be issued.

(5) Any person lending money on the security of a debenture re-issued under this section which appears to be duly stamped, may give the debenture in evidence in any proceeding for enforcing his security without payment of the stamp duty or any penalty in respect thereof, unless he had notice of, or but for his negligence, might have discovered, that the debenture was not duly stamped, but in any such case the company is liable to pay the proper stamp duty and penalty.

(6) Nothing in this section shall prejudice any power to issue debentures in place of any debenture paid off or otherwise satisfied or extinguished which, by its debentures or the securities for the same, is reserved to a company.

Open section 200 on its own page

(1) The trustee of a debenture trust deed shall hold all contracts, stipulations and undertakings given to him and all mortgages, charges and securities vested in him in connection with the debentures covered by the deed, or some of those debentures, exclusively for the benefit of the debenture holders concerned (except in so far as the deed otherwise provides) and the trustee shall exercise due diligence in respect of the enforcement of those contracts, stipulations, undertakings, mortgages, charges and securities and the fulfillment of his functions generally.

(2) A debenture holder may sue—

(a) the company which issued the debentures he holds for payment of any amount payable to him in respect of the debentures ; or

(b) the trustee of the debenture trust deed covering the debentures he holds for compensation for any breach of the duties which the trustee owes him, and in any such action, it shall not be necessary for any other debenture holder of the same class, or if the action is brought against the company, the trustee of the covering trust deed, to be joined as a party.

(3) This section applies notwithstanding anything contained in a debenture or trust deed or other instrument, but a provision in a debenture or trust deed is valid and binding on all the debenture holders of the class concerned in so far as it enables a meeting of the debenture holders by a resolution supported by the votes of the holders of at least three quarters in value of the debentures of that class in respect of which votes are cast on the resolution to—

(a) release any trustee from liability for any breach of his duties to the debenture holders which he has already committed, or generally from liability for all such breaches (without necessarily specifying them) upon his ceasing to be trustee ;

(b) consent to the alteration or abrogation of any of the rights, powers or remedies of the debenture holders and the trustee of the debenture trust deed covering their debentures (except the powers and remedies under section 233 ; or

(c) consent to the substitution for the debentures of a different class issued by the company or any other company or corporation, or the cancellation of the debentures in consideration of the issue to the debenture holders of shares credited as fully paid in the company or any other company.

Open section 201 on its own page

(1) The terms of any debenture or trust deed may provide for the convening of general meetings of the debenture holders and for the passing, at such meetings, of a resolution binding on all the holders of the debentures of the same class.

(2) Whether or not the debenture or trust deed contain such provisions as are referred to in subsection (1), the Commission may at any time direct a meeting of the debenture holders of any class to be held and conducted in such manner as the Commission deems fit to consider ancillary or consequential direction as it shall deems fit.

(3) Notwithstanding anything contained in a debenture trust deed, or in any debenture, contract or instrument, the trustee of a debenture deed shall, on the requisition of persons holding, at the date of the deposit of the acquisition debentures covered by the trust deed which carry at least one-tenth of the total voting rights attached to all the issued and outstanding debentures of that class, proceed to convene a meeting of that class of debenture holders.

Open section 202 on its own page

(1) A “floating charge” means an equitable charge over the whole or a specified part of the company’s undertakings and assets, including cash and uncalled capital of the company both present and future, but so that the charge shall not preclude the company from dealing with such assets until—

(a) the security becomes enforceable and the holder thereof, pursuant to a power in that behalf in the debenture or the deed securing the same, appoints a receiver or manager or enters into possession of such assets ; or

(b) the Court appoints a receiver or manager of such assets on the application of the holder ; or

(c) the company goes into liquidation.

(2) On the happening of any of the events mentioned in subsection (1), the charge shall be deemed to crystallise and become a fixed equitable charge on such of the company’s assets as are subject to the charge, and if a receiver or manager is withdrawn with the consent of the chargee, or the chargee withdraws from possession before the charge has been fully discharged, the charge shall thereupon be deemed to cease to be a fixed charge and again to become a floating charge.

Open section 203 on its own page

A fixed charge on any property shall have priority over a floating charge affecting that property, unless the terms on which the floating charge was granted prohibits the company from granting any later charge having priority over the floating charge and the person in whose favour such later charge was granted had notice of that prohibition at the time when the charge was granted to him : Provided that a person is deemed to have notice of such prohibition in a floating charge where a notice indicating the existence of such prohibition is registered with the Commission.

Open section 204 on its own page

(1) Whenever a fixed or floating charge has become enforceable, the Court may appoint a receiver and in the case of a floating charge, a receiver and manager of the assets subject to the charge.

(2) In the case of a floating charge, the Court may, notwithstanding that the charge has not become enforceable, appoint a receiver or manager if it is satisfied that the security of the debenture holder is in jeopardy, and the security of the debenture holder shall be deemed to be in jeopardy if the Court is satisfied that events have occurred or are about to occur which render it unreasonable in the interests of the debenture holder that the company should retain power to dispose of its assets.

(3) A receiver or manager shall not be appointed as a means of enforcing debentures not secured by any charge.

Open section 205 on its own page

Where a receiver or manager is appointed by the Court, advertisement to this effect shall be made by the receiver or the receiver and manager in the Federal Government Gazette and in two daily newspapers.

Open section 206 on its own page

(1) Where a receiver is appointed on behalf of the holders of any debenture of a registered company secured by a floating charge, or possession is taken by, or on behalf of those debenture holders of any property comprising of subject to the charge, then if the company is not at the time in the course of being wound up, the debts which in every winding-up are under the provisions relating to preferential payments in section 657 to be paid in priority to all other debts, shall be paid out of any assets coming to the hands of the receiver or other person taking possession in priority to any claim for principal or interest in respect of the debentures.

(2) In the application of the provisions relating to preferential payments—

(a) section 657 shall be construed as if the provision for payment of accrued holiday remuneration becoming payable on the termination of employment before or by the effect of the winding-up order or resolution, were a provision for payment of such remuneration becoming payable on the termination of employment before or by the effect of appointment of the receiver or possession being taken ; and

(b) the periods of time mentioned is reckoned from the date of the appointment of the receiver or of possession being taken, as the case may be, and if such date occurred before the commencement of this Act, the provisions relating to preferential payments which would have applied but for this Act, shall be deemed to remain in full force.

(3) Any payment made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors.

(4) Notwithstanding any provision in this Act or any other law to the contrary, the holder of a fixed charge shall have priority over other debts of the company including preferential debts.

Open section 207 on its own page

(1) Every company which offers debentures to the public for subscription or purchase shall, before issuing any of the debentures, execute a debenture trust deed in respect of them and procure the execution of the deed by the trustee for the debenture holders appointed by the deed.

(2) No debenture trust deed shall cover more than one class of debentures, whether or not the trust deed is required by this section to be executed.

(3) Where a trust deed is required to be executed by this section but has not been executed, the Court, on the application of a debenture holder concerned, may—

(a) order the company to execute a trust deed ;

(b) direct that a person nominated by the Court to be appointed as a trustee ; and

(c) give such consequential directions as it deems fit, as to the contents of the trust deed and its execution by the trustee.

(4) For the purposes of this Act, debentures shall belong to different classes if different rights attach to them in respect of—

(a) the rate of, or dates for payment of, interest ;

(b) the dates when, or the instalments by which, the principal of the debenture shall be repaid, unless the difference is solely that the class of debentures shall be repaid during a stated period of time and particular debentures may be repaid at different dates during that period according to selections made by the company or by drawings, ballot or otherwise ;

(c) any right to subscribe for or convert the debentures into shares in, or other debentures of, the company or any other company ; or

(d) the powers of the debenture holders to realise any security.

(5) Debentures further belong to different classes, if they do not rank equally for payment when any security invested in the debenture holders under any trust deed is realised or when the company is wound up, if, in the circumstances mentioned in subsection (4) the subject matter of any such security or the proceeds, or any assets available to satisfy the debentures, is or are not to be applied in satisfying the debentures strictly in proportion to the amount of principal, premiums and arrears of interest to which the holders of them are respectively entitled.

(6) A debenture is covered by a trust deed if the holder of the debenture is entitled to —

(a) participate in any money payable by the company under the deed ; or

(b) the benefit of any mortgage, charge or security created by the deed, whether alone or together with other persons.

(7) If a company issues debentures in circumstances in which this section requires a debenture trust deed to be executed, without such a deed having been executed in compliance with this section, or if the company issues debentures under a trust deed which covers two or more classes of debentures, the directors of the company who are in default commit an offence and are liable jointly on conviction to such fine as the court deems fit and in addition, the directors of the company shall be jointly severally liable to such fines as the Commission shall specify in the regulation.

Open section 208 on its own page

(1) Every debenture trust deed, whether required by section 208 or not, shall state—

(a) the maximum sum which the company may raise by issuing debentures of the same class ;

(b) the maximum discount which may be allowed on the issue or re-issue of the debentures, and the maximum premium at which the debentures may be made redeemable ;

(c) the nature of any asset over which a mortgage, charge or security is created by the trust deed in favour of the trustee for the benefit of the debenture holders equally, and except where such a charge is a floating charge, the identity of the assets subject to it ;

(d) the nature of any asset over which a mortgage, charge or security has been or will be created in favour of any person other than the trustee for the benefit of the debenture holders equally, and except where such a charge is a floating charge, the identity of the assets subject to it ;

(e) whether the company has created or will create any mortgage, charge or security for the benefit of some, but not all, of the holders of debentures issued under the trust deed ; (f ) any prohibition or restriction on the power of the company to issue debentures or create mortgages, charges or any security on any of its assets ranking in priority to, or equally with the debentures issued under the trust deed ;

(g) whether the company has power to acquire debentures issued under the trust deed before the date of their redemption and to re-issue the debentures ;

(h) the rate of, and the dates on which, interest on the debentures issued under the trust deed shall be paid and the manner in which payment may be made ;

(i) the date or dates on which the principal or the debentures issued under the trust deed shall be repaid or redeemed, and unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which redemption is effected, whether by the payment of equal instalments of principal in respect of each debenture, or by the selection of debentures for redemption by the company, or by drawing, ballot, or otherwise ;

(j) in the case of convertible debentures, the dates and terms on which the debentures may be converted into shares and the amounts which may be credited as paid up on those shares in the right of the debentures held by them ;

(k) the circumstances in which the debenture holders are entitled to realise any mortgage, charge or security vested in the trustee or any other person for their benefit (other than the circumstances in which they are entitled to do so by this Act) ;

(l) the powers of the company and the trustee to call meetings of the debenture holders and the rights of debenture holders to require the company or the trustee to call such meetings ;

(m) whether the rights of debenture holders may be altered or abrogated and if so, the conditions which shall be fulfilled, and the procedure which shall be followed, to effect such an alteration or abrogation ;

(n) the amount or rate of remuneration to be paid to the trustee and the period for which it is paid, and whether it is paid in priority to the principal, interest and costs in respect of debentures issued under the trust deed; and

(o) provisions for the replacement of the trustee if required.

(2) If debentures are issued without a covering debenture trust deed being executed, the statements required by subsection (1) shall be included in each debenture or in a note forming part of the same document or endorsed thereon, and in applying that subsection references to the debenture trust deed shall be construed as references to all or any of the debentures of the same class.

(3) Subsection (2) shall not apply if the debenture is the only debenture of the class to which it belongs which has been or may be issued, and the rights of the debenture holder may not be altered or abrogated without his consent.

(4) Any director who issues a debenture in violation of the provisions of this section is liable to such fines as the Commission shall specify in the regulation.

Open section 209 on its own page

(1) Every debenture covered by a debenture trust deed shall state, either in the body or in a note forming part of the same document or endorsed therein—

(a) the matters required to be stated in a debenture trust deed by section 209 (1) (a), (b), (f ), (h), (i), (j), (l) and (m) ;

(b) whether the trustee of the covering debenture trust deed holds the mortgages, charges and securities vested in him by the trust deed in trust for the debenture holders equally, or in trust for some only of the debenture holders, and if so, which debenture holders ; and

(c) whether the debenture is secured by a floating charge vested in the trustee of the covering debenture trust deed or in the debenture holders.

(2) A debenture issued by a company shall state on its face in legible print, that it is unsecured if no mortgage, charge or security is vested in the holder of the debenture or in any other person for his benefit as security for payment of principal or interest.

(3) Any director of a company who issues a debenture in violation of the provisions of subsections (1) and (2) is liable to such fines as the Commission shall specify in the regulation.

Open section 210 on its own page

(1) Whether or not a debenture is secured by a charge over the company’s property, there may be created in relation to such debenture, a trust deed appointing trustees for the debenture holders.

(2) It is the duty of such trustee to safeguard the rights of the debenture holders and, on behalf of and for the benefit of the debenture holders, exercise the rights, powers and discretions conferred upon him by the trust deed.

(3) Charges securing the debentures may be created in favour of the debenture holders by vesting them in the trustees.

(4) Any provision contained in a trust deed or in any contract with the holders of debentures secured by a trust deed is void if it would have the effect of exempting a trustee from, or indemnifying him against, liability for any breach of trust or failure to show the degree of care and diligence required of him as trustee having regard to the powers, authorities or discretions conferred on him by the trust deed.

(5) In subsection (4), nothing is deemed to invalidate any release otherwise validly given in respect of anything done or omitted to be done by a trustee on the agreement to such release of a majority of at least three quarters in value of the debenture holders present in person, or where proxies are permitted, by proxy at a meeting summoned for the purpose.

(6) Notwithstanding any provision contained in the debentures or trust deed, the Court may, on the application of any debenture holder or of the Commission, remove any trustee and appoint another in his place if satisfied that such trustee has interests which conflicts or may conflict with those of the debenture holders or that for any reason it is undesirable that such trustee should continue to act : Provided that where any such application is made by a debenture holder, the Court if it deems fit, may order the applicant to give security for the payment of the costs of the trustee and may direct that the application be heard in Chambers.

Open section 211 on its own page

(1) A person is not qualified for appointment as a trustee of a debenture trust deed if he is—

(a) an officer or employee of the company which issues debentures covered by the trust deed or of a company in the same group of companies as the company issuing debentures ;

(b) less than 18 years of age ;

(c) of unsound mind and has been so found by a court in Nigeria or elsewhere ;

(d) an undischarged bankrupt ; or

(e) disqualified under section 283 from being appointed as a director of a company, but a corporation shall not be disqualified from being appointed as a trustee.

(2) If a trustee becomes subject to any of the disqualifications mentioned in subsection (1) after he has been appointed, he shall immediately cease to be qualified to act as a trustee of the debenture trust deed.

(3) Any person who acts as a trustee of a debenture trust deed whose appointment is invalid under subsection (1) or who is disqualified from acting under subsection (2), commits an offence and is liable on conviction as the Court deems fit, or to such fines as the Commission shall specify in the regulation.

Open section 212 on its own page

(1) Subject to the provisions of this section, anything contained in a trust deed for securing an issue of debentures, or in any contract with the holders of debentures secured by a trust deed, is void if it would have the effect of exempting a trustee from or indemnifying him against liability for breach of trust, where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any power, authorities or discretion.

(2) Subsection (1) does not invalidate—

(a) any release validly given in respect of anything done or omitted to be done by a trustee before the giving of the release ; or

(b) any provision enabling such a release to be given—

(i) on the agreement of a majority of not less than three quarters in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for that purpose, and

(ii) either with respect to specific acts or omissions or on the trustee dying or ceasing to act.

(3) Subsection (1) does not operate to—

(a) invalidate any provision in effect at the commencement of this Act in any such trust deed or contract, provided that any person entitled to the benefit of that provision, or afterwards given the benefit thereof under subsection (4), remains a trustee of the trust deed in question ; or

(b) deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him, while any such provision was in effect.

(4) While any trustee of a trust deed remains entitled to the benefit of a provision exempted by subsection (3), the benefit of that provision may be given—

(a) to all trustees of the deed, present and future ; or

(b) to any named trustee or proposed trustee, by a resolution, passed by a majority of at least three-quarters in value of the debenture holders present in person or, where proxies are permitted by proxy at a meeting summoned for that purpose in accordance with the provisions of the trust deed or, if the trust deed makes no provision for summoning meetings, a meeting summoned for that purpose in any manner approved by the Court.

Open section 213 on its own page

(1) Except as expressly provided in the terms of any debenture, debentures shall be transferable without restriction by a written transfer in any usual or common form, or any other form which the directors of the company may approve, and that the transferee is entitled to the debenture and to the money secured thereby without regard to any equity, set-off or cross-claim between the company and the original, or any intermediate, holder.

(2) The terms of any debenture may impose restrictions of any nature on the transferability of debentures, including power for the company to refuse to register any transfer and provisions for compulsory acquisition or rights of first refusal in favour of other debenture holders, or members or officers of the company : Provided that if any restriction is imposed on the right to transfer any debenture, notice of the restriction shall be endorsed on the face of the debenture or debenture stock certificate and in the absence of such endorsement, the restriction shall be ineffective as regards any transferee for value, whether or not he has notice of the restriction.

Open section 214 on its own page

(1) A debenture holder is entitled to realise any security vested in him or in any other person for his benefit if—

(a) the company fails to pay any instalment of interest, or the whole, part of the principal or any premium, owing under the debenture or the debenture trust deed covering the debenture, within one month after it becomes due ;

(b) the company fails to fulfil any of the obligations imposed on it by the debentures or the debenture trust deed ;

(c) the circumstance occur whereby the terms of the debentures or debenture trust deed entitled the holder of the debenture to realise his security ; or

(d) the company is wound up.

(2) A debenture holder whose debenture is secured by a floating charge vested in him or the trustee of the covering debenture trust deed, or any other person, is additionally, entitled to realise his security if—

(a) any creditor of the company issues a process of execution against any of its assets or commences proceedings for winding-up of the company by order of any court of competent jurisdiction ;

(b) the company ceases to pay its debts as they fall due ; or

(c) the company ceases to carry on business ;

(d) the company suffers, after the issue of debentures of the class concerned, losses or diminutions in the value of its assets which in the aggregate amount to more than one half of the total amount owing in respect of debentures of the class held by the debenture holder who seeks to enforce his security and debentures whose holder ranks before him for payment of principal or interest ; or

(e) the circumstances occur which entitle a debenture holder who ranks for payment of principal or interest in priority to the debentures secured by the floating charges to realise his security.

Open section 232 on its own page

(1) At any time after a debenture holder or a class of debenture holders, becomes entitled to realise his or their security, a receiver of any asset subject to a mortgage, charge or security in favour of the class of debenture holders or the trustee of the covering trust deed, or any other person, may be appointed by—

(a) that trustee ;

(b) the holders of debentures of the same class containing power to appoint ;

(c) debenture holders having more than one half of the total amount owing in respect of all the debentures of the same class ; or

(d) the court on the application of the trustee.

(2) Subject to any condition imposed in the debenture or debenture trust deed, a debenture holder, or a trustee in the case of a trust deed, may—

(a) bring an action in a representative capacity against the company for payment and enforcement of the security ; or

(b) realise his security by—

(i) bringing a foreclosure action, or

(ii) commencing a winding-up proceeding.

(3) A receiver appointed under this section has, subject to the order made by the court, power to take possession of the assets subject to the mortgage, charge or security and sell those assets and, if the mortgage, charge or security extends to such property collect debts owed to the property enforce claims vested in the company, compromise, settle and enter into arrangements in respect of claims by or against the company, on the company’s business with a view to selling it on the most favourable terms, grant or accept leases of land and licences in respect of patents, designs, copyright or trademarks and recover any instalment unpaid on the company’s issued shares.

(4) Where a representative action is being brought under subsection (2) (a), the approval of the court shall be obtained where the company is being wound up.

(5) The remedies given by this section are in addition to, and not in substitution for, any other powers and remedies conferred on the trustee of the debenture trust deed or on the debenture holders, by the debentures or debenture trust deed, and any power or remedy which is expressed in any instrument to be exercisable if the debenture holders become entitled to realise their security, is exercisable on the occurrence of any of the events specified under section 232 (1) of this Act or, in the case of a floating charge in section 203 of this Act, but a manager of the business or of any of the assets of a company may not be appointed for the benefit of debenture holders unless a receiver has also been appointed and has not ceased to act.

(6) The provisions of sections 550-563 of this Act shall apply to receivers and managers under this Part.

(7) No provision in any instrument which purports to exclude or restrict the remedies given by this section is valid.

Open section 233 on its own page

Subject to the provisions of this Part of this Act and unless the context otherwise admits, the provisions of sections 171, 172, 175, 177, 180 and 181 of this Act relating to share certificates and transfer of shares shall apply in respect of shares as if “debentures” were substituted for “shares” and “debenture holders” for “shareholders”.

Open section 234 on its own page