Section 121: Debenture holders’ representative

121. Debenture holders’ representative (1) Where a company issues or agrees to issue debentures of the same class to more than 25 persons, or to any one or more persons with a view to the debentures or any of them being offered for sale to more than 25 persons, the company shall before issuing any of the debentures— (a) sign an agency deed; and (b) procure the signature to the deed by a person qualified to act as a debenture holders’ representative. (2) For the purposes of this section, debentures shall not be deemed to be of the same class where— (a) they do not rank equally for repayment when any security created by the debenture is enforced or the company is wound up; or (b) different rights attach to them in respect of— (i) the rate of, or dates for, payment of interest; (ii) the dates when, or the instalments by which, the principal of the debentures 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 shall be selected by the company for repayment at different dates during that period by drawings, ballot or otherwise; (iii) any right to subscribe for or convert the debentures into shares or other debentures of the company or any other company or corporation; or (iv) the powers of the debenture holders to realise any security. (3) For the purposes of this section— (a) the agency deed shall not cover more than one class of debentures; (b) the provisions specified in the Sixth Schedule shall apply to— (i) the qualification, appointment and removal of a debenture holders’ representative; (ii) the naming of a successor to be a debenture holders’ representative; [Issue 9] C35 – 80 Revised Laws of Mauritius (iii) the matters to be set out in an agency deed; (iv) the powers of the debenture holders’ representative; (v) the right of the debenture holders’ representative to obtain information from the borrowing company; (vi) meetings of debenture holders; (vii) the duties of the debenture holders’ representative; (viii) the repayment of loans or deposits where the purpose stated in a prospectus issued in relation to debentures, is not achieved; or (ix) the release of the debenture holders’ representative. [S. 121 amended by s. 4 (c) of Act 4 of 2017 w.e.f. 20 May 2017.]