Section 349 of The Companies Act No. 17 of 2015: 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 aspecial resolution of the company, to allot equity securities as if section 338—
(a) did not apply to the allotment; or
(b) applied to the allotment with such modifications as the directors may determine.
(3) Subsections (2) and (5) of section 347 apply in that case as they apply toa case to which subsection (1) of that section applies.
(4) The company may by special resolution resolve that section 348—
(a) do not apply to a specified allotment of securities; or
(b) apply to the allotment with such modifications as may be specified in the resolution.
(5) Subsections (2) and (4) to (8) of section 348 apply in that case as they apply to a case to which subsection (1) of that section applies.
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- 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
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- Section 353 - Saving for certain older pre-emption requirements
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- Section 354 - Public companies: allotment if issue not fully subscribed
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(a) the issue is subscribed for in full; or
(b) the offer is made on terms that the shares...
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(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
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- Section 358 - General rule as to means of payment
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- Section 360 - Public companies: shares taken by subscribers of memorandum
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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
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- 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...
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(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
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(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—
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- 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
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- 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
(1) If a person becomes a holder of shares in respect of which—
(a) section 368 has been contravened; and
(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 384 - What is the appropriate rate of interest for the purposes of this Division?
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In this Division—
“arrangement” includes any agreement or scheme, and in particular includes an arrangement approved in accordance with—
(a) Part XXXIV; or
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- Section 390 - Power to make further provision by regulations for the purposes of this Division
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(a) in...
- Section 395 - Section 393 and 394 not to affect powers of Court under certain provisions
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- Section 396 - Right to object to variation: companies having a share capital
(1) This section applies if the rights attached to any class of shares in a company are varied under section 393.
(2) The holders of not less in the aggregate than fifteen percent of the issued...
- Section 397 - Right to object to variation: companies having a share capital
(1) This section applies if the rights of any class of members of a company are varied under section 394.
(2) Members comprising not less than fifteen percent of the members of the relevant class...
- Section 398 - Copy of Court order to be lodged with Registrar
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