Section 54 — Companies Act 1993: Shares in lieu of dividends

54 Shares in lieu of dividends Subject to the constitution of the company, the board of a company may issue shares to any shareholders who have agreed to accept the issue of shares, wholly or partly, in lieu of a proposed dividend or proposed future dividends if— (a) The right to receive shares, wholly or partly, in lieu of the proposed dividend or proposed future dividends has been offered to all shareholders of the same class on the same terms; and (b) If all shareholders elected to receive the shares in lieu of the proposed dividend, relative voting or distribution rights, or both, would be maintained; and (c) The shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it; and (d) The shares issued to each shareholder are issued on the same terms and subject to the same rights as the shares issued to all shareholders in that class who agree to receive the shares; and (e) The provisions of section 47 of this Act are complied with by the board.