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285.   Contents of trust deed

Revised Laws of Saint Lucia (2021)

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285.   Contents of trust deed

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    (1)   Every trust deed, whether required by section 281 or not, shall state—

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      (a)     the maximum sum that the company can raise by issuing debentures of each specific issue;

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

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

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      (d)     the nature of any assets over which a security interest 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 an interest is a floating charge or a general floating charge, the identity of the assets subject to it;

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      (e)     whether the company has created or will have to create any security interest for the benefit of some, but not all, of the holders of debentures issued under the trust deed;

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      (f)     any prohibition or restriction on the power of the company to issue debentures or to create any security interest on any of its assets ranking in priority to, or equally with, the debentures issued under the trust deed;

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

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

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      (i)     the dates on which the principal of the debentures issued under the trust deed will be repaid, and, unless the whole principal is to be repaid to all the debenture holders at the same time, the manner in which redemption will be 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;

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      (j)     in the case of convertible debentures, the dates and terms on which the debentures can be converted into shares and the amounts that will be credited as paid upon those shares, and the dates and terms on which the debenture holders can exercise any right to subscribe for shares in right of the debentures held by them;

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      (k)     the circumstances in which the debenture holders will be entitled to realise any security interest 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;

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      (l)     the power 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 meetings of the debenture holders;

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      (m)     whether the rights of debenture holders can be altered or abrogated, and, if so, the conditions that are to be fulfilled, and the procedures that are to be followed, to effect an alteration or an abrogation; and

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

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    (2)   If debentures are issued without a covering 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 therein to the trust deed are to be construed as references to all or any of the debentures of the same class.

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    (3)   Subsection (2) does not apply if—

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      (a)     the debenture is the only debenture of the class to which it belongs that has been or that can be issued; and

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      (b)     the rights of the debenture holder cannot be altered or abrogated without his or her consent.

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    (4)   This section does not apply to a trust deed executed or to debentures issued before the commencement date.

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