Section 396 of The Companies Act No. 17 of 2015: 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 shares of the relevant class (being persons who did not consent to or vote in favour of the resolution for the variation) may apply to the Court to have the variation cancelled.
(3) For the purpose of subsection (2), any of the company's share capital held as treasury shares is disregarded.
(4) If such an application is made, the variation has no effect unless and until it is confirmed by the Court.
(5) An application to the Court can be made only within twenty-one days after the date on which the consent was given or the resolution was passed, or within such extended period as the Court may in special circumstances allow.
(6) An application to the Court may be made by all of the shareholders entitled to make the application or on their behalf by such one or more of their number as they may appoint in writing for the purpose.
(7) If, at the hearing of the application, the Court shall, if satisfied that thevariation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation, but, if it is not so satisfied, it shall confirm it.
(8) The applicant and any other persons who apply to the Court to be heardand appear to the Court to be interested in the application are entitled to be heard at the is hearing of the application and to have their representations taken into consideration at the hearing.
(9) The decision of the Court on any such application is final.
(10) A reference in this section to the variation of the rights of holders of a class of shares includes a reference to their abrogation.
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