Section 537 of The Companies Act No. 17 of 2015: Public company may apply to Court for order imposing restrictions on the relevant shares if notice requiring information is not complied with
(1) If—
(a) a notice under section 536 is served by a company on a person who holds or held interests in shares of the company; and
(b) the person fails to give the company the information required by the notice within the period specified in it, the company may apply to the Court for an order directing that the relevant shares be subject to restrictions.
(2) However, if the Court is satisfied that such an order may unfairly affect the rights of third parties in respect of the shares, it may, for the purpose of protecting those rights and subject to such terms as it considers appropriate, direct that such acts by such persons or descriptions of persons, and for such purposes, as may be specified in the order do not constitute a breach of the restrictions.
(3) On the hearing of an application made under this section, the Court maymake an interim order. Any such order may be made unconditionally or on such terms as the Court considers appropriate.
(4) Division 3 makes further provision about orders under this section.
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- Section 538 - Notice requiring information: offences
(1) A person who—
(a) fails to comply with a notice under section 536;or (b) in purported compliance with such a notice—
(i) makes a statement that the person knows to be false in a material...
- Section 539 - Notice requiring information: persons exempted from obligation to comply
(1) A person is not obliged to comply with a notice given under 536 if the personis for the time being examined by the Cabinet Secretary from the operation of that section.
(2) The Cabinet Secretary...
- Section 540 - Consequences of order imposing restrictions
(1) The effect of an order under section 537 that shares are subject to restrictions is as follows—
(a) a transfer of the shares is void;
(b) no voting rights are exercisable in respect of the...
- Section 541 - Offence to attempt to evade restrictions
(1) This section applies if shares are subject to restrictions imposed by an order under section 537.
(2) A person who—
(a) exercises or purports to exercise a right—
(i) to dispose of shares that...
- Section 542 - Relaxation of restrictions
(1) If an order of the Court directs shares to be subject to restrictions, thecompany or any person aggrieved may make an application to the Court on the ground that the order unfairly affects the...
- Section 543 - Removal of restrictions
(1) An application may be made to the Court for an order directing that the shares are to cease to be subject to restrictions.
(2) An application for an order under this section may be made by the...
- Section 544 - Order of Court for sale of shares
(1) The Court may order that the shares subject to restrictions be sold, subjectto the Court’s approval as to the sale.
(2) An application for an order under subsection (1) may only be made by...
- Section 545 - Application of proceeds of sale under order of Court
(1) If shares are sold in accordance with an order of the Court under section544, the seller shall pay the proceeds of the sale, less the costs of the sale, into court for the benefit of the persons...
- Section 546 - Power of members of company to require company to act
(1) The members of a company may require it to exercise its powers undersection 536.
(2) A company shall comply with such a requirement once it has receivedrequests (to the same effect) from members...
- Section 547 - Duty of company to comply with requirement
(1) A company that is required under section 546 to exercise its powers torequire a person to provide information about their interests in the company’s share, shall exercise those powers in the...
- Section 548 - Report to members on outcome of investigation
(1) On the conclusion of an investigation carried out by a company in accordance with a requirement made under section 546, the company shall prepare a report of the information obtained as a result...
- Section 549 - Offences relating to a failure to comply with requirement of section 560
(1) If a company fails to comply with a requirement of section 548(1) to (6), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a...
- Section 550 - Right to inspect and request copy of reports
(1) A company that has prepared a report in accordance with section 548 shall ensure that during the company’s ordinary business hours it is available for inspection by any person without...
- Section 551 - Company to keep register of interest disclosed
(1) A company shall keep a register of information that it has obtained as a result of a requirement imposed under section 536.
(2) Within three days after receiving any such information, the company...
- Section 552 - Register to be kept available for inspection
(1) Except in so far as the regulations otherwise provide, a company shall keep the register required by section 551 available for inspection at the company’s registered office.
(2) If a company...
- Section 553 - Rights to inspect and require copy of entries
(1) A company that is required to keep a register under 551, shall keep the register open during the company’s ordinary business hours for inspection by any person without charge.
(2) Any person who...
- Section 554 - Court supervision of purpose for which rights may be exercised
(1) A company that receives a request under section 553 shall—
(a) comply with the request if it is satisfied that it is made for a proper purpose; and
(b) refuse the request if it is not so...
- Section 555 - Register of interests disclosed: refusal of inspection or default inproviding copy
(1) If a company refuses to allow an inspection required under section 553, or fails to provide a copy required under that section, otherwise than in accordance with an order of the Court, the...
- Section 556 - Register of interests disclosed: offences in connection with request for or disclosure of information
(1) A person who, in making a request under section 553, makes a statementthat the person knows is, or ought to know is, false or misleading in a material respect commits an offence.
(2) A person...
- Section 557 - Entries not to be removed from register
(1) A company that is required to keep a register under section 551 shall notdelete an entry in it except in accordance with section 558 and 559.
(2) If an entry is deleted in contravention of...
- Section 558 - Removal of entries from register: old entries
A company may remove an entry from the register kept under section 551 if more than six years have elapsed since the entry was made.
- Section 559 - Removal of entries from register: incorrect entry relating to third party
(1) This section applies if, in accordance with an obligation imposed by a noticeunder section 536, a person gives to a company the name and address of another person who holds an interest in shares...
- Section 560 - Adjustment of entry relating to share acquisition agreement
(1) If a person who is identified in the register kept by a company under section551 as being a party to an agreement to which section 566 applies ceases to be a party to the agreement, the person may...
- Section 561 - Duty of company ceasing to be public company
(1) A company that ceases to be a public company shall nevertheless continueto keep any register kept under section 551 until end of the period of six years after it has ceased to be such a...
- Section 562 - Interest in shares: general
(1) This section applies to determine for the purposes of this Part whether a person has an interest in shares.
(2) In this Part—
(a) a reference to an interest in shares includes an interest of any...
- Section 563 - Interest in shares: right to subscribe for shares
(1) Section 536 applies in relation to a person who has, or previously had, oris or was entitled to acquire, a right to subscribe for shares of the company as it applies in relation to a person who...
- Section 564 - Interest in shares: family interests
(1) For the purposes of this Part, a person is taken to hold an interest in sharesin which—
(a) the person's spouse; or
(b) any child or step-child of the person who has not reached the age of...
- Section 565 - Interest in shares: corporate interests
(1) For the purposes of this Part, a person is taken to hold an interest in shares if a body corporate holds an interest in them and—
(a) the body or its directors are accustomed to act in accordance...
- Section 566 - Interest in shares: agreement to acquire interests in a particular company
(1) For the purposes of this Part an interest in shares may arise from an agreement between two or more persons that includes provision for the acquisition by any one or more of them of interests in...
- Section 567 - Extent of obligation in case of share acquisition agreement
(1) For the purposes of this Part each party to an agreement to which who is for the time being a party to an agreement to which section 566 applies is taken to have an interest in all shares of the...
- Section 568 - Information protected from wider disclosure
(1) A company may not—
(a) include information in respect of which a company is for the time being entitled to any exemption conferred by regulations made for the purpose of section 647 in a report...
- Section 569 - Calculating periods for fulfilling obligations
If the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not working day is to be disregarded in calculating that period.
- Section 570 - Perpetual debentures
(1) A condition contained in debentures, or in a deed for securing debentures,is not invalid only because the debentures are made—
(a) irredeemable; or
(b) redeemable only—
(i) on the happening of...
- Section 571 - Enforcement of contracts to subscribe for debentures
A contract with a company to take up and pay for debentures of the company may be enforced by an order for specific performance.
- Section 572 - Company to register allotment of debentures
(1) A company shall register an allotment of debentures as soon as practicable,and in any event within two months, after the date of the allotment.
(2) If a company fails to comply with subsection...
- Section 573 - Company to establish and maintain register of debenture holders
(1) A company that allots debentures shall establish and maintain a register of debenture holders.
(2) Except in so far as the regulations otherwise provide, a company shall ensure its register of...
- Section 574 - Rights of debenture holders and others to inspect and obtain copies of register of debenture holders
(1) A company that is required to keep a register of debenture holders shall, except when it is duly closed, ensure that the register is, during ordinary office hours, kept available for...
- Section 575 - Offence to refuse inspection of register of debenture holders or to fail to provide copy
(1) If a company—
(a) without reasonable excuse—
(i) refuses an inspection requested under section 574(2);
(ii) fails to comply with a request made under section 574(3); or
(b) contravenes section...
- Section 576 - Register of debenture holders: offences in connection with request for or disclosure of information
(1) A person who makes a request under section 574 (2) knowing that therequest contains information that is false or misleading in a material respect commits an offence.
(2) A person who is in...
- Section 577 - Time limit for claims arising from entry in register of debenture holders
(1) A liability incurred by a company—
(a) from the making or deletion of a record in the company's register of debenture holders; or
(b) from a failure to make or delete any such record, is not...
- Section 578 - Right of debenture holder to obtain copy of trust deed securing debentures
(1) A holder of debentures of a company is entitled, on request and on payment of the fee (if any) prescribed by the regulations, to be provided with a copy of any trust deed for securing the...
- Section 579 - Provisions protecting trustees of deed securing debentures to be void
(1) A provision contained in—
(a) a trust deed for securing an issue of debentures; or
(b) a contract with the holders of debentures secured by a trust deed, is void to the extent that it would have...
- Section 580 - Power of company to re-issue redeemed debentures
(1) If a company has redeemed debentures previously issued, then unless—
(a) provision to the contrary, express or implied, is contained in the company's articles or in any contract made by the...
- Section 581 - Deposit of debentures to secure advances
If a company has deposited any of its debentures to secure advances from time to time, whether on current account or otherwise, the debentures are not to be regarded as having been redeemed only...
- Section 582 - Priorities when debentures are secured by floating charge
(1) This section applies if debentures of a company are secured by a chargethat, as created, was a floating charge.
(2) If—
(a) the holders of debentures secured by a charge on property of the...
- Section 583 - Interpretation: Part XXIV
In this Part—
"associate" has the meaning given by section 589;
"Authority" means the Capital Markets Authority;
"the company" means the company whose shares are the subject of a takeover...
- Section 584 - What constitutes a takeover offer
(1) For the purposes of this Part, an offer to acquire shares in a company is a takeover offer if the two conditions specified in subsections (2) and (3) are satisfied in relation to the...
- Section 585 - Shares already held by the offeror, etc
(1) Subject to subsection (2), the reference in section 584 to shares already held by the offeror includes a reference to shares that the offeror has contracted to acquire, whether unconditionally or...
- Section 586 - Cases in which offer is treated as being on same terms
(1) The condition in section 584(2) is treated as satisfied if subsection (2) or
(3) applies.
(2) This subsection applies if—
(a) shares carry an entitlement to a particular dividend that other...
- Section 587 - Effect of impossibility etc of communicating or accepting offer
(1) For the purposes of this Part, shares are not included in a takeover offer ifthey are shares that the offeror acquired, or unconditionally contracted to acquire during the offer period, but were...