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Section 369 of The Companies Act No. 17 of 2015: Exception to valuation requirement: arrangement with another company

    

(1) Section 368 does not apply to the allotment of shares by a company in connection with an arrangement for the allotment of shares in the company on terms that the whole or part of the consideration for the shares allotted is to be provided—
(a) by the transfer to the company; or
(b) by the cancellation, of all or some of the shares (or of all or some of the shares of a particular class) in another company.
(3) It does not matter whether the arrangement provides for the issue to the allotting company of shares (or shares of a particular class) in the other company.
(4) This section applies to an arrangement only if, under the arrangement—(a) all the holders of the shares in the other company; or
(b) if the arrangement applies only to shares of a particular class — all the holders of shares of that class, can take part in the arrangement.
(5) In determining whether this section applies to an arrangement, the following are to be disregarded:
(a) shares held by or by a nominee of the allotting company;
(b) shares held by or by a nominee of a company that is related to that company;
(c) shares held as treasury shares by the other company.
(6) In this section—
(a) "arrangement" means an agreement, scheme or arrangement, including an arrangement sanctioned in accordance with—
(i) Part XXXIV; or
(ii) a prescribed provision of laws relating to insolvency; and
(b) "company", except in relation to the allotting, includes a body corporate of any kind.

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

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