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Section 371 of The Companies Act No. 17 of 2015: 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 relevant consideration;
(b) the amount of any premium that is payable on the shares;
(c) the description of the consideration and, in relation to so much of the consideration as the value has personally valued— (i) a description of that part of the consideration;
(ii) the method used to value it; and
(iii) the date of the valuation; and
(d) the extent to which the nominal value of the shares and any premium are to be treated as paid up(i) by the consideration; and (ii) in cash.
(3) The valuer shall include in, or attach to or enclose with, the report a note—
(a) in the case of a valuation made by a person other than personally, that it appeared to the valuer reasonable to arrange for it to be so made or to accept a valuation so made;
(b) whoever made the valuation, that the method of valuation was reasonable in all the circumstances;
(c) that it appears to the valuer that there has been no material change in the value of the relevant consideration since the valuation; and
(d) that, on the basis of the valuation, the value of that consideration, together with any cash by which the nominal value of the shares or any premium payable on them is to be paid up, is not less than so much of the aggregate of the nominal value and the whole of any such premium as is treated as paid up by the consideration and any such cash.
(4) If the consideration to be valued is accepted partly in payment up of the nominal value of the shares and any premium and partly for some other consideration given by the company, section 368 and subsections (1) to (3) of this section apply as if references to the consideration accepted by the company included the proportion of that consideration that is properly attributable to the payment up of that value and any premium.
(5) In such a case—
(a) the valuer shall carry out, or arrange for, such other valuations as will enable the valuer to determine that proportion; and
(b) the valuer shall prepare a report that states what valuations have been made under this subsection and also the reason for; and method and date of, any such valuation and any other matters that could be relevant to that determination.

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