Section 339 of The Companies Act No. 17 of 2015: Communication of pre-emption offers to shareholders
(1) This section has effect as to the manner in which offers required by section338 are to be made to holders of the shares of a company.
(2) An offer made under section 338 may be made in hard copy or electronicform.
(3) The offer is effective only if it states that the offer may be accepted withina period of not less than twenty-one days and that the offer will not be withdrawn before the end of that period.
(4) The period may not be less than twenty-one days beginning—
(a) in the case of an offer made in hard copy form — with the date on which the offer is sent or supplied;
(b) in the case of an offer made in electronic form — with the date on which the offer is sent; or
(c) in the case of an offer made by publication in the Gazette — with the date of publication.
(5) The regulations may—
(a) reduce the period specified in subsection (4), but not to less than fourteen days; or
(b) increase that period.
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- Section 340 - Liability of company and officers in case of contravention
(1) If a company contravenes section 338 or 339, the company and each officer of the company who is in default, are jointly and severally liable to compensate any person to whom an offer should have...
- Section 341 - Exception to pre-emption right; issue for non-cash consideration
Section 338(l) does not apply in relation to the allotment of bonus shares.
- Section 342 - Exception to preemption right: securities held under employees' Sharescheme
Section 338(1) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash
- Section 343 - Exception to preemption right: securities held under employees' sharescheme
Section 338 does not apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under an employees' share scheme.
- Section 345 - Exclusion of pre-emption right: articles conferring corresponding right
(1) This section applies when, in a case in which section 338 would otherwise apply—
(a) a company's articles contain provision prohibiting the company from allotting ordinary shares of a particular...
- Section 346 - Disapplication of pre-emption rights: private company with only one class of shares
(1) The articles of a private company that has only one class of shares, or aresolution passed by the company, may confer on the directors of the company power to allot equity securities of that class...
- Section 347 - Disapplication of pre-emption rights: directors acting under general authorisation
) If the directors of a company are generally authorised for the purposes of section 329, they may be given power by the articles, or by a special resolution of the company, to allot equity...
- Section 348 - Disapplication of pre-emption rights by special resolution
(1) If the directors of a company are authorised for the purposes of section 329 (whether generally or otherwise), the company may by special resolution resolve that section 338—
(a) does not apply...
- Section 349 - Disqualification of pre-emption rights: sale of treasury shares
(1) This section applies in relation to a sale of shares that is an allotment ofequity securities because of section 337(b).
(2) The directors of a company may be given power by the articles, or by...
- Section 350 - References to holder of shares in relation to offer
(1) In relation to an offer to allot securities required by section 338, a reference,however expressed, to the holder of shares of any description is to whoever was the holder of shares of that...
- Section 351 - Provisions about pre-emption not applicable to shares taken on formation
The provisions of this Division relating to shareholders’ pre-emption rights do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
- Section 352 - Saving for other restrictions on offer or allotment
(1) This Division does not limit the application of any other written law underwhich a company is prohibited (whether generally or in specified circumstances) from offering or allotting equity...
- Section 353 - Saving for certain older pre-emption requirements
(1) This Division does not apply to an allotment of equity securities of a publiccompany that are subject to a pre-emption requirement in relation to which the repealed Act applied immediately before...
- Section 354 - Public companies: allotment if issue not fully subscribed
(1) A public company shall not allot shares of the company offered for public subscription unless—
(a) the issue is subscribed for in full; or
(b) the offer is made on terms that the shares...
- Section 355 - Public companies: effect of irregular allotment if issue not fully subscribed
(1) If an allotment of shares is made to an applicant in contravention of section354, the applicant has a right to avoid the allotment at any time within one month after the date of the allotment, but...
- Section 356 - Shares not to be allotted at a discount
(1) A company shall not allot its shares at a discount.
(2) If shares are allotted in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the amount of the...
- Section 357 - Provision for different amounts to be paid on shares
A company may, if authorised to do so by its articles, pay dividends in proportion to the amount paid up on each share.
- Section 358 - General rule as to means of payment
Shares allotted by a company, and any premium on them, may be paid up in money or in money's worth (including goodwill and know-how).
- Section 359 - Meaning of payment in cash
For the purposes of this Act, a share in a company is paid up, as to its nominal value or any premium on it, in cash, or allotted for cash, if the consideration received for the payment or allotment...
- Section 360 - Public companies: shares taken by subscribers of memorandum
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- Section 361 - Public companies: not to accept undertaking for work or services
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- Section 362 - Public companies: shares to be at least one quarter paid up
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(2) Subsection (1) does not apply to shares allotted...
- Section 363 - Public companies: payment by long-term undertaking
(1) A public company shall not allot shares as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash if the consideration for the allotment is or includes an...
- Section 364 - Liability of subsequent holders of shares
(1) Except as provided by subsection (2), a person who becomes a holder of shares in respect of which—
(a) there has been a contravention of a provision of this Division; and
(b) because of that...
- Section 365 - Power of the Court to grant relief
(1) This section applies in relation to liability under section 360(2), 362(3) or (4) or 366 as it applies in relation to a contravention of those sections.
(2) A person who—
(a) is subject to any...
- Section 366 - Offences involving contravention of section 358, 363, 364 and 365
If a company contravenes a provision of section 356, 361, 362 or 362, the company, and each officer of the company who is in default, commits an offence and on conviction are each liable to a fine not...
- Section 367 - Meaning of “appropriate rate of interest” for purpose of this Division
(1) For the purpose of this Division, the appropriate rate of interest is—
(a) five percent; or
(b) if some other rate is fixed under subsection (2), that rate of interest.
(2) The Cabinet...
- Section 368 - Restrictions on public company allocating shares for non-cash consideration
(1) A public company shall not allot shares as fully or partly paid up (as to their nominal value or any premium on them) otherwise than in cash unless—
(a) the consideration for the allotment has...
- Section 369 - Exception to valuation requirement: arrangement with another company
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- Section 370 - Exception to valuation requirement: merger
(1) Section 368 does not apply to the allotment of shares by a company in connection with a proposed merger with another company.
(2) For the purpose of subsection (1), a proposed merger exists when...
- Section 371 - Non-cash consideration for shares: requirements as to valuation and report
(1) Part XLI applies to the valuation and report required by section 368.
(2) The valuer shall specify in the report—
(a) the nominal value of the shares to be wholly or partly paid for by the...
- Section 372 - Copy of report to be lodged with Registrar
(1) A company to which a report is made under section 368 as to the value of any consideration for which, or partly for which, it proposes to allot shares shall lodge a copy of the report to the...
- Section 373 - Public company: agreement for transfer of non-cash asset in initial period
(1) A public company formed as such shall not enter into an agreement—(a) with a person who is a subscriber to the company's memorandum;
(b) for the transfer by the person to the company or another,...
- Section 374 - Agreement for transfer of non-cash asset: requirement of independent valuation
(1) The following conditions are conditions that are required to be complied with for the purpose of section 373—
(a) that the consideration to be received by the company, and any consideration other...
- Section 375 - Agreement for transfer of non-cash asset: requirements as to valuation and report
(1) Part XLI applies to the valuation and report required by section 374.
(2) In the report, the valuer shall specify—
(a) the consideration to be received by the company, describing the relevant...
- Section 376 - Agreement for transfer of non-cash asset: requirement of approval by members
(1) The following conditions are further conditions that are required to be complied with for the purpose of section 374—
(a) that the terms of the agreement have been approved by an ordinary...
- Section 377 - Copy of resolution to be lodged with Registrar
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- Section 378 - Modification of provisions in relation to company whose conversion into a public company has been registered
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(a) the reference in section 373(1)(a)...
- Section 379 - Agreement for transfer of non-cash inset; effect of contravention
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- Section 380 - Liability of subsequent holders of shares
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(b) because of that contravention another person is liable to pay an amount under the...
- Section 381 - Power of Court to grant relief
(1) A person who—
(a) is liable to a company under a provision of this Division make a payment for shares in the company; or
(b) is liable to a company because of an undertaking given to it in; or...
- Section 382 - Offence to contravene section 368 or 373
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- Section 383 - Enforceability of undertakings to do work etc
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- Section 384 - What is the appropriate rate of interest for the purposes of this Division?
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- Section 385 - Interpretation: Division 7
In this Division—
“arrangement” includes any agreement or scheme, and in particular includes an arrangement approved in accordance with—
(a) Part XXXIV; or
(b) any provision of laws relating to...
- Section 386 - Company’s share premium account and application of share premiums
(1) If a company issues shares at a premium (whether for cash or otherwise),the company shall—
(a) if it has not already done so, establish an account to be called the share premium account;...
- Section 387 - Relief from requirements as to share premiums: Group reconstruction relief
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(b) to another wholly-owned subsidiary of the...
- Section 388 - Merger relief
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- Section 389 - Merger relief: meaning of ninety percent equity holding
(1) This section applies for the purpose of determining whether a company has, for the purposes of section 388, acquired at least a ninety percent equity holding in another company under an...
- Section 390 - Power to make further provision by regulations for the purposes of this Division
The regulations may prescribe provisions for either or both of the following—
(a) for relieving companies from the requirements of section 386 in relation to premiums other than cash...