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Section 437 of The Companies Act No. 17 of 2015: Residual interest under pension scheme or employees’ share scheme

    

(1) When the shares are held in trust for the purposes of a pension scheme or an employees’ share scheme, any residual interest of the company that has not vested in possession is to be disregarded.
(2) For the purpose of subsection (1), “residual interest” means a right of the company to receive any of the trust property if—
(a) all the liabilities arising under the scheme are satisfied or provided for; (b) the company ceases to participate in the scheme; or
(c) the trust property at any time exceeds what is necessary to satisfy the liabilities arising, or that are expected to arise, under the scheme.
(3) In subsection (2)—
(a) the reference to a right includes a right dependent on the exercise of a discretion vested by the scheme in the trustee or another person; and
(b) the reference to liabilities arising under a scheme includes liabilities that have resulted, or may result, from the exercise of such a discretion.
(4) For the purposes of this section, a residual interest vests in possession—
(a) in a case within subsection (2)(a), on the occurrence of the event referred to there (whether the amount of the property receivable under the right is ascertained or not);
(b) in a case within subsection (2)(b) or (c), when the company becomes entitled to require the trustee to transfer to it any of the property receivable under that right.
(5) If, because of this section—
(a) shares are exempt from section 425 or 426 at the time they are taken, issued or acquired; but
(b) the relevant residual interest vests in possession before the shares are disposed of or fully paid up, those sections apply to the shares as if they had been taken, issued or acquired on the date on which the interest vests in possession.
(6) If, because of this section—
shares are exempt from sections 427 to 433 at the time they are required; but
(b) the relevant residual interest vests in possession before they are disposed of, those sections apply to the shares as if they had been acquired on the date on which the interest vests in possession.

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

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