Section 452 of The Companies Act No. 17 of 2015: Resolution authorising off-market purchase: exercise of voting rights
(1) This section applies to a resolution to confer, vary, revoke or renew an approval for the purposes of section 451.
(2) If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is not an eligible member.
(3) A resolution proposed at a meeting of the company is not effective if—
(a) any member of the company holding shares to which the resolution relates exercises the voting rights conferred by any of those shares in voting on the resolution; and
(b) the resolution would not have been passed if the member had not done so.
(4) For the purpose of subsection (3)—
(a) a member who holds shares to which the resolution relates is taken to have exercised the voting rights conferred by those shares not only if the member votes in respect of them on a poll on the question whether the resolution should be passed, but also if the member votes on the resolution otherwise than on a poll;
(b) any member of the company may demand a poll on that question; and
(c) a vote and a demand for a poll by a person as proxy for a member are the same respectively as a vote and a demand by the member.
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- Section 453 - Resolution approving off-market purchase: disclosure of details of contract
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451.
(2) The company shall ensure that a copy of the...
- Section 454 - Variation of contract for off-market purchase
(1) A company may agree to a variation of a contract approved under section451 only if the variation is approved in advance in accordance with this section.
(2) The terms of the variation have effect...
- Section 455 - Resolution approving variation: exercise of voting rights
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to vary a contract under section 454.
(2) If the resolution is proposed as a written...
- Section 456 - Resolution approving variation: disclosure of details of variation
(1) This section applies to a resolution passed by a company under section 454.
(2) The company shall ensure that a copy of the proposed variation (if it is inwriting) or a written memorandum giving...
- Section 457 - Release of company’s rights under contract for off-market purchase
(1) An agreement by a company to release its rights under a contract approvedunder section 451 is void unless the terms of the release agreement are approved in advance in accordance with this...
- Section 458 - Approval for company to make market purchase
(1) A company may make a market purchase of its own shares only if the purchase has been approved by a resolution of the company.
(2) Such an approval—
(a) can be general or limited to the purchase...
- Section 459 - Copy of contract or memorandum to be available for inspection
(1) This section applies to a company that has entered into—
(a) a contract approved under section 451; or
(b) a contract for a purchase approved under section 458.
(2) The company shall keep...
- Section 460 - Enforcement of right to inspect copy or memorandum
(1) If a company fails to comply with a requirement of section 459, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not...
- Section 461 - Company’s right to purchase own shares not assignable
The rights of a company under a contract authorised under section 451 or 458 are not capable of being assigned.
- Section 462 - Payments apart from purchase price to be made out of distributable profits
(1) A payment made by a company in consideration of—
(a) acquiring any right with respect to the purchase of its own shares under a contingent purchase contract approved under section 451;
(b) the...
- Section 463 - How shares purchased are to be treated
If a limited company makes a purchase of its own shares in accordance with this Division, then—
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- Section 464 - Return of purchase of own shares to be lodged with Registrar
(1) Within fourteen days after a company purchases shares under this Division, it shall lodge with the Registrar for registration a return that complies with subsections (2) to (4).
(2) The return...
- Section 465 - Notice to Registrar of cancellation of shares
(1) If, on the purchase by a company of any of its own shares in accordance with this Part—
(a) section 526 does not apply (so that the shares are treated as cancelled); or
(b) that section applies...
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In this Division—
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- Section 467 - Power of private limited company to redeem or purchase own shares out of capital
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- Section 468 - The permissible capital payment
A payment that, in accordance with this Division, can be made by a company out of capital in respect of the redemption or purchase of its own shares is such amount as, after applying for that purpose—...
- Section 469 - What profits are available
(1) For the purposes of this Division, the available profits of the company, inrelation to the redemption or purchase of any of its shares, are the profits of the company that are available for...
- Section 470 - Determination of available profits
(1) The available profits of the company are determined as follows—
(a) first—
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(1) A payment out of capital is invalid unless it is approved by a special resolution of the company that complies with this section.
(2) Such a resolution is void unless it is passed on; or within...
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(1) This section applies to a resolution passed by a company under section 474.
(2) If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is...
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(1) This section applies to a resolution passed by a company under section 474.
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- Section 477 - Public notice of proposed payment
(1) Within the seven days immediately after the date of the resolution undersection 474, the company shall cause to be published in the Gazette a notice—
(a) stating that the company has approved a...
- Section 478 - Company to make directors’ statement and auditor’s report to be available for inspection
(1) A company that passes a resolution in accordance with section 475 shall ensure that the directors’ statement and auditor’s report required by section 472 are kept available for inspection...
- Section 479 - Objection to payment by members or creditors: application to the Court to cancel resolution
(1) If a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its shares—
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(1) Within fourteen days after making an application under section 479, the applicant shall lodge with the Registrar for registration a notice of the application.
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(1) A payment out of capital is invalid unless it is made—
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(b) no later than seven weeks after...
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(1) In this section, “capital redemption reserve”, in relation to a company, means the reserve referred to in subsection (2).
(2) If under this Part or Part XX, shares of a limited company are...
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(2) The...
- Section 486 - Distributions to be made only out of profits available for the purpose
(1) A company may make a distribution only out of profits available for thepurpose.
(2) The profits of a company available for distribution are—
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(1) If a document produced to a company is by law sufficient evidence of thegrant of—
(a) probate of the will of a deceased person;
(b) letters of administration, of the estate of a deceased person;...
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(1) A certificate issued by a company in relation to a transfer of shares in, or of debentures of, the company is to be taken to be a representation by the company to any person acting on the faith of...