Section 352 of The Companies Act No. 17 of 2015: 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 securities to a person.
(2) If a company cannot because a written law offer or allot equity securitiesto a holder of ordinary shares of the company, those shares are to be disregarded for the purposes of section 338, so that—
(a) the person is not taken to be a person who holds ordinary shares; and
(b) the shares are not to be regarded as forming part of the ordinary share capital of the company.
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(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.
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- Section 360 - Public companies: shares taken by subscribers of memorandum
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- Section 364 - Liability of subsequent holders of shares
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(a) there has been a contravention of a provision of this Division; and
(b) because of that...
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(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...
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(1) For the purpose of this Division, the appropriate rate of interest is—
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(b) if some other rate is fixed under subsection (2), that rate of interest.
(2) The Cabinet...
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(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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(2) For the purpose of subsection (1), a proposed merger exists when...
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(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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(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—
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- 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
(1) If a public company enters into an agreement in contravention of section373 and either—
(a) the other party to the agreement has not received the valuer's report required to be sent to that...
- 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...
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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
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(a) in...
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(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
(1) Within fourteen days after the making of an order by the Court on anapplication under section 396 or 397, the company concerned shall lodge a copy of the order with the Registrar for...
- Section 399 - Notice of name or other designation of class of shares
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- Section 400 - Notice of particulars of variation of rights attached to shares to be lodged with Registrar
(1) If the rights attached to shares of a company are varied, the company shall,within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice...
- Section 401 - Notice of new class of members to be lodged with Registrar
(1) If a company not having a share capital creates a new class of members,the company shall, within fourteen days after the date on which the new class is created, lodge with the Registrar for...
- Section 402 - Notice of name or other designation of class of members to be lodged with Registrar
(1) If a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class of its members, it shall, within fourteen days after doing so, lodge...