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Section 78 of The Companies Act No. 17 of 2015: Application to Court to cancel conversion resolution

    

(1) If a special resolution by a public company to convert itself into a private
limited company has been passed, an application to the Court for the cancellation
of the resolution may be made—
(a) by the holders of not less in the aggregate than five per cent in
nominal value of the company's issued share capital or any class of
the company's issued share capital, disregarding any shares held by
the company as treasury shares;
(b) if the company is not limited by shares, by not less than five per cent
of its members; or
(c) by not less than fifty of the company's members,
but not by a person who has consented to or voted in favour of the resolution.
(2) The Court may hear such an application only if it—
(a) is made within twenty eight days after the passing of the resolution;
and
(b) is made on behalf of the persons entitled to make it by such one or
more of their number as they may appoint for the purpose.
(3) On the hearing of the application, the Court shall make an order either
cancelling or confirming the resolution.
(4) The Court may—
(a) make that order on such terms and conditions as it considers
appropriate;
(b) if it considers it appropriate to do so, adjourn the proceedings in order
that an arrangement may be made to the satisfaction of the Court for
the purchase of the interests of dissenting members; and
(c) give such directions, and make such orders, as it thinks expedient for
facilitating or carrying into effect any such arrangement.
(5) If the Court considers it appropriate to do so, it may, by further order—
(a) direct the purchase by the company of the shares of any of
its members and provide for the consequential reduction of the
company’s capital; and
(b) make such alteration to the company's articles as may be required in
consequence of that direction.

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Disclaimer: This document is not to be taken as legal advise.

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