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Section 345 of The Companies Act No. 17 of 2015: 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 class unless it has complied with the condition that it makes such an offer as is described in section
338(1) to each person who holds ordinary shares of that class; and
(b) in accordance with that provision—
(i) the company makes an offer to allot shares to such a holder; and
(ii) the holder, or anyone in whose favour the holder has renounced the right to their allotment, accepts the offer.
(2) In that case, section 338 does not apply to the allotment of those shares and the company may allot them accordingly.
(3) Section 339 applies in relation to offers made in accordance with the preemption provision of the company's articles, subject to section 344.
(4) If there is a contravention of the pre-emption provision of the company's articles, the company, and every officer of it who knowingly authorised or permitted the contravention, are jointly and severally liable to compensate any person to whom an offer should have been made under the provision for any loss, damage, costs or expenses which the person has sustained or incurred because of the contravention.
(5) Proceedings to recover any such loss, damage, costs or expenses may notbe commenced after the expiration of three years—
(a) from the lodgement with the Registrar of the return of allotment; or
(b) if equity securities other than shares are granted, from the date of the grant of the securities.

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

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