Section 2: Agency deed

2. Agency deed (1) A company may, as security for a debenture, but subject to any other laws create over any of its assets or property a charge, of whatever nature, in favour of the debenture holders’ representative. (2) Every agency deed shall state— (a) the maximum sum which the company may raise by issuing debenture of the same class; (b) the maximum discount which may be allowed on the issue or reissue of the debentures, and the maximum premium at which the debentures may be made redeemable; (c) where debenture stock is to be issued under the deed, that— (i) the company is indebted to the debenture holders’ representative for the amounts from time to time payable in respect of the debentures; and [Issue 1] C35 – 226 Revised Laws of Mauritius (ii) except for his own remuneration and indemnity against expenses incurred by him, the debenture holders’ representative holds on behalf of the debenture holders any amount from time to time issued under the deed and remaining outstanding in accordance with their respective rights; (d) the nature of any assets over which any charge is created by the deed in favour of the debenture holders’ representative 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) the nature of any assets over which any charge has been or is to be created in favour of any person other than the debenture holders’ representative 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; (f) whether the company has created or has power to create a charge for the benefit of some, but not all, of the holders of debentures issued under the deed; (g) any prohibition or restriction on the power of the company to issue debentures or to create charges on any of its assets ranking in priority to, or equally with, the debentures issued under the deed; (h) whether the company shall have power to— (i) acquire debentures issued under the deed before the date for their redemption; (ii) reissue such debentures; (i) the date on which interest on the debentures issued under the deed is to be paid and the manner in which payment is to be made; (j) the date on which the principal of the debentures issued under the deed shall be repaid and, unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which repayment shall be effected; (k) in the case of convertible debentures, the date and terms on which the debentures may be converted into shares and the amounts which shall be credited as paid up on such shares, and the date and terms on which the debenture holders may exercise any right to subscribe for shares in place of the debentures held by them; (l) the circumstances in which the debenture holders shall be entitled to realise any charge vested in the debenture holders’ representative or any other person for their benefit; (m) the circumstances in which the debenture holders’ representative may appoint a receiver or manager and the power and duties of the receiver or manager; (n) the powers of the company and the debenture holders’ representative to call meetings of the debenture holders, and the rights of debenture holders to require the company or the debenture holders’ representative to call such meetings; C35 – 227 [Issue 1] Companies Act (o) whether the rights of debenture holders may be altered or abrogated (m) the circumstances in which the debenture holders’ representative may appoint a receiver or manager and the power and duties of the receiver or manager; (n) the powers of the company and the debenture holders’ representative to call meetings of the debenture holders, and the rights of debenture holders to require the company or the debenture holders’ representative to call such meetings; C35 – 227 [Issue 1] Companies Act (o) 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; (p) the amount or rate of remuneration to be paid by the company to the debenture holders’ representative and the period for which it shall be paid, and whether it shall be paid in priority to the principal, interest and costs in respect of debentures issued under the deed.