Chapter: 32  COMPANIES ORDINANCE

Schedule Num: 13  Version Date 30/06/1997

PROVISIONS RELATING TO ACQUISITION OF MINORITY SHARES AFTER SUCCESSFUL BUY OUT BY SHARE REPURCHASE

THIRTEENTH SCHEDULE

[sections 49BA, 58 & 168B]

PART 1-RIGHT OF REPURCHASING COMPANY TO BUY OUT MINORITY SHAREHOLDERS

1. In a case where a shareholder, or a number of shareholders (in this Schedule referred to as the "relevant shareholder"), gives notice to all other shareholders in the repurchasing company not later than the date that notice of the meeting called for the purpose of authorizing the proposed offer is given that the relevant shareholder shall not tender any of the shares held by it for purchase by the repurchasing company, if, during the period of 4 months beginning on the date of the offer, the repurchasing company buys nine-tenths of the shares (other than the shares held by the relevant shareholder) for which the repurchasing company has made the offer, the repurchasing company may, subject to paragraphs 2 and 3 being complied with, give notice to the holder of any shares to which the offer relates, and which the repurchasing company has not acquired, that it desires to purchase those shares.

2. The relevant shareholder shall not tender any of its shares under the offer.

3. The repurchasing company shall not give notice to the relevant shareholder of its desire to purchase any of the relevant shareholder's shares.

4. Where the repurchasing company gives notice under paragraph 1, it shall do so in the specified form not later than 5 months after the offer; and shall be entitled and bound to purchase those shares on the terms of the offer.  (Amended 3 of 1997 s. 63)

5. The repurchasing company shall pay to any holder to whom it has given notice under paragraph 1, the amount of the offer for the shares on receipt of-

(a) the share certificate;

(b) satisfactory evidence of his title; or

(c) a declaration as to the loss or destruction of the share certificate together with a suitable indemnity.

6. Where the repurchasing company has given notice under paragraph 1 to the holder of any shares, the court may, on an application made by the holder of the shares within 2 months from the date on which the notice was given, order that the repurchasing company shall not be entitled and bound to purchase those shares or specify terms of purchase different from the terms of the offer.

7. Where an offer is such as to give the holder of shares a choice of terms, the repurchasing company shall in any notice which it gives under paragraph 1 state the particulars of the choice and-

(a) that the holder of the shares may within 2 months from the date of the notice exercise that choice by letter sent to the repurchasing company at the address specified in the notice; and

(b) which terms are to be taken as applying in default of his exercising the choice as set out in the offer.

8. Where the repurchasing company has given notice under paragraph 1 and the court has not ordered to the contrary, the repurchasing company shall on the expiration of 2 months from the date of the notice, or if an application to the court is pending after that application has been disposed of, cancel any outstanding shares the subject of the notice, and pay the moneys due for their purchase into a separate bank account in trust for the persons entitled to the shares for which the moneys were received.

9. A person who claims to be entitled to any funds in the account referred to in paragraph 8 may apply to the repurchasing company for payment on production of-

(a) the share certificate;

(b) satisfactory evidence of his title; or

(c) a declaration as to the loss or destruction of the share certificate together with a suitable indemnity.

PART 2-RIGHT OF MINORITY SHAREHOLDERS TO BE BOUGHT OUT BY REPURCHASING COMPANY

10. If not later than the expiration of the period within which the offer can be accepted, the total of-

(a) the share holding of the relevant shareholder; and

(b) the shares purchased by the repurchasing company,

is not less than nine-tenths in value of the shares, or shares in a class, as the case may be, of the repurchasing company as at the date on which the offer was made, the holder of any shares to which the offer relates (other than the relevant shareholder) may by letter addressed to the repurchasing company require it to purchase those shares.

11. Where a shareholder exercises his rights under paragraph 10, the repurchasing company is entitled and bound to purchase the shares on the terms of the offer, or as may be agreed, or as the court may, on the application of the holder or the repurchasing company, order.

12. Within 1 month of the expiration of the period within which the offer can be accepted the repurchasing company shall give notice in the specified form and in a manner specified by the Registrar to a person having rights under this Part calling on him to decide whether or not to exercise them, but he shall not be entitled to exercise them later than 2 months after the date on which the notice is given.  (Amended 3 of 1997 s. 63)

13. Where an offer is such as to give the holder of shares a choice of terms, the repurchasing company shall in any notice given under paragraph 12 state the particulars of the choice and-

(a) that the holder of the shares may exercise that choice in making a requirement under this Part; and

(b) which terms are to be taken as applying if he makes such a requirement without exercising the choice,

and the terms of the offer mentioned in paragraph 11 shall be determined accordingly.

(Thirteenth Schedule added 77 of 1991 s. 9)

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