Owners of shares in Old Byr Holding ehf. (tax no. 471215-2280) and debt instruments issued by Old Byr ses. (tax no. 610269-2229) can transfer them at will.
Rules on transfer - General
The shares and debt instruments can be transferred partialy or in full, but they always have to be transferred together (stapled). Meaning that if a share is transferred, the corresponding debt instrument has to follow and vice versa.
Information on transfers is to be sent via e-mail to ByrWindingUp@gmail.com and include:
- Below Transfer of Shares and Debt Instruments Form, duly filled out and signed.
- Confirmation that those signing the Form are authorised signatories.
- Copy of the Debt Instrument.
Originals are to be mailed to:
Byr Savings Bank
There is no fee for transfers.
Once we have received the above documents, including the originals, we will verify it, update the share register and issue a new bond which we will mail to the new owner. We will then e-mail all parties involved and confirm the transfer.
The transfer does not become effective until we have e-mailed our confirmation of an Effective Transfer to all parties involved.
Rules on transfer - Shares
Article 8 of the Articles of Association of Old Byr Holding ehf. (BYR):
"Change in ownership of share capital in BYR will not enter into force in relation to BYR until its Board of Directors has been given notice thereof in writing.
It is not permissible to sell, pledge or give away share capital in BYR without the approval of the BYR's Board of Directors.
In connection with the composition agreement of Old Byr ses., Old Byr issued debt instruments to all composition creditors or their affiliates. While the debt instruments are not fully paid, the Board of Directors shall reject a transfer of share capital in BYR if (i) a corresponding portion of the respective shareholder's or its affiliate's debt instruments issued pursuant to the composition agreement is not transferred simultaneously to the same transferee and/or (ii) the transfer is to an Ineligible Person. In other circumstances, the Board of Directors shall not reject the transfer of share capital.
Any person who acquires share capital in BYR cannot exercise his right as a shareholder unless his name has been recorded in the register of shares with the prior approval of the Board of Directors for the transfer. The transfer shall be deemed to have taken place once the Board of Directors of BYR confirms that the transfer has been registered in the register of shares.
Each shareholder shall hold the entire beneficial interest in the share capital registered in its name and all the shares must be held by a shareholder in its name and not through a nominee. Each shareholder, by acquiring share capital, will be deemed to have acknowledged that the Board of Directors may (in its sole discretion), on behalf of BYR, redeem any shares at their nominal value where the Board of Directors is not satisfied that (i) the shareholder in whose name such shares are registered holds the entire beneficial interest in such shares; or (ii) such shares are not held through a nominee. The Board of Directors shall exercise its powers under this Article 8 in order to ensure so far as possible that the holders of the shares are the same as or are affiliates of the holders of the debt instruments issued pursuant to the composition agreement of Old Byr and that such shareholders' proportional holding of each such shares or debt instrument is substantially the same and shall be entitled to make such enquiries of any holder of shares it considers necessary in order to confirm the same. The Board of Directors shall, acting in its sole discretion and acting reasonably, determine who constitutes an affiliate of any shareholder for the purposes of these Articles.
In relation to BYR, the share capital register shall be considered full proof of ownership of share capital, and meeting invitations and all announcements, shall be sent to those who are registered, at each respective time, as shareholders in BYR's share capital register."
Rules on transfer - Debt instruments
Paragraph 5, Transfer and Restrictions on Transfer Rights, of the Debt Instrument issued by Old Byr ses.:
"The Creditor is authorised to transfer this Debt Instrument provided that the condition stipulated in Clause 5.2 is satisfied.
In the event that the creditor proposes to transfer this Debt Instrument, partly or wholly, the Creditor shall also be required to transfer a corresponding portion of its Share Capital to the same transferee, namely the Share Capital that the Creditor acquired on the basis of subparagraph b) of Clause 5.2 of the Composition Agreement, and provided that the transfer of Share Capital is in accordance with Article 8 of the Articles of Association. Additionally, it shall be ensured that the transferee undertakes the same condition in respect to any subsequent transfer.
The Creditor shall notify the Issuer of the transfer in writing without delay after a transfer as referred to in Clause 5.1 and 5.2 has taken place and shall provide detailed written information on the transferee, including information in respect to address and bank account number, in such form that the Issuer considers satisfactory. All transfers shall be undertaken; (I) in accordance with any transfer regulations prescribed by the board of directors of the Issuer from time to time and (II) in the manner prescribed in the Articles of Association (as amended from time to time)."