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336. (a) A person shall not purchase shares or a
class of shares in a public company that are listed for trading on a stock
exchange in such a way that after the purchase he holds more than ninety percent
of the shares or of the class of shares in the public company, other than by way
of a tender offer of all of the shares or class of shares (hereinafter “a
complete tender offer”), accepted under the provisions of this Chapter.
(b) Where a person holds
more than ninety percent of all of the shares in a public company, as set out in
subsection (a), or of a class of shares, he shall not purchase any further
shares, for so long as he holds such amount of shares.
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Complete tender offer
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337. (a) Where
a complete tender offer is accepted by the offerees in such a way that
the rate of holding of the offerees who did not accept the offer is less
than five percent of the issued share capital or the issued capital of a
class of shares in respect of which the offer was made, all of the
shares that the offeror sought to purchase shall be transferred to him
and the records of ownership of the shares shall be amended accordingly.
(b) Where a complete
tender offer is not accepted as referred to in subsection (a), the offeror shall
not purchase shares from offerees who have accepted the offer that will confer
on him a holding of more than ninety percent of all the shares in the company or
of all of a class of shares in respect of which the offer was made.
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Forced sale |
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338. (a) The court may, on the application of any
offeree in a complete tender offer accepted as aforesaid in section 337(a), rule
that the consideration for the shares was less than their fair value, and that
the fair value should be paid as determined by the court.
(b) An application as
aforesaid in subsection (a) shall be submitted no later than three months after
the date of receipt of the complete tender offer; application may be made to
submit an application referred to in subsection (a) in the form of a class
action and the provisions of section 209 shall apply thereto.
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Right in the form of assessment
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339. Where a full tender offer is accepted in
accordance with the provisions of this Article, and the offer was for the single
class of shares in the company or for any of the classes of shares in the
company held by the public, the company shall become a private company.
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Conversion of public company into private
company
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340. (a) Shares purchased in contravention of the
provisions of this Chapter shall not confer rights and shall be dormant shares,
as defined in section 308, for so long as they are held by the purchaser.
(b) The infringement of
the provisions of this Chapter shall be a breach of statutory duty towards the
shareholders of the company.
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Consequences of prohibited purchase
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341. (a) Where a person offers to purchase shares
or a class of shares in a private company (in this Article “the offeror”), and
the shareholders who own eighty percent of the shares to be transferred have
consented within two months to the offer, the offeror may, one month after the
end of the said two months, give notice, in the manner to be prescribed by the
Minister, to every shareholder who did not consent to the offer (in this Article
“the opposing shareholder”), stating that he wishes to purchase their shares; in
counting the said shareholders, a person having control of the offeror or a
person acting on behalf of such person or of the offeror, including relatives or
corporations controlled by them, shall not be taken into account.
(b) Where the offeror
gives notice as referred to in subsection
(a), the opposing
shareholders must sell their shares and the offeror must purchase them, under
the terms offered to the shareholders who consented to the transfer, unless the
court decides otherwise on the application of an opposing shareholder submitted
within one month of the date of the notice.
(c) Where the offeror
gives notice as referred to in subsection (a) and no other decision of the court
has been made, the offeror shall, at the end of one month after the date of his
notice, and if at such time an application by an opposing shareholder is pending
in court, after the court has given judgment, send a copy of his notice to the
company and shall transfer the consideration for the shares that he is required
to purchase under this section to the company, and the company shall register
the offeror as holder of such shares.
(d) It shall be permitted
to prescribe a rate different from that set out in subsection (a) in the
articles of association; a resolution to amend the articles of association as
aforesaid shall be passed as provided in section 20.
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Power to purchase shares of opposing
shareholders in a private company
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