Section 563 of The Companies Act No. 17 of 2015: 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 holds or held an interest in shares of that company.
(2) A reference in section 536 to an interest in shares is to be read accordingly.
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- 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...
- Section 588 - Certain shares excluded from offer
(1) The fact an offer to acquire shares in a company is not communicated to some of the holders of shares in the company does not prevent the offer from being a takeover offer for purposes of this...
- Section 589 - Persons who are associates of offerors for purposes of this Part
(1) For the purpose of this Part, a person is an associate of an offeror if the person is—
(a) a nominee of the offeror;
(b) a holding company, subsidiary or fellow subsidiary of the offeror or a...
- Section 590 - How debentures that confer voting rights are treated for the purposes of this Part
(1) For the purposes of this Part, debentures issued by a company to which subsection (2) applies are treated as shares in the company if they confer voting rights.
(2) This subsection applies to a...
- Section 591 - How convertible securities are to be treated for purposes of this Part
(1) For the purposes of this Part, securities of a company are to be treated asshares in the company if they are convertible into, or entitle the holder to subscribe for, such shares.
(2) Subsection...
- Section 592 - Power of Authority to make Takeover Rules
(1) The Authority may make rules, called Takeover Rules, for the purposes ofthis Part.
(2) The Takeover Rules may—(a) regulate—
(i) takeover bids;
(ii) merger transactions; and
(iii) transactions,...
- Section 593 - Further provisions about Takeover Rules
(1) The Takeover Rules may—
(a) make different provision for different purposes;
(b) make provision subject to exceptions or exemptions;
(c) contain incidental, supplemental, consequential or...
- Section 594 - Power of Authority to give rulings in takeover cases
(1) The Authority may give rulings on the interpretation, application or effectof the Takeover rules.
(2) To the extent and in the circumstances specified the Takeover Rule, and subject to any review...
- Section 595 - Rules may empower Authority to give directions
The Takeover Rules may confer power on the Authority to give any direction that appears to the Authority to be necessary in order—
(a) to restrain a person from acting or continuing to act in breach...
- Section 596 - Power of Authority to require documents and Information
(1) The Authority may, by notice, require a person—
(a) to produce any documents that are specified or described in the notice; or
(b) to provide, in the form and manner specified in the notice,...
- Section 597 - Restrictions on disclosure of information about affairs of natural person or particular business
(1) This section applies to information (in whatever form) about—
(a) the private affairs of a natural person; or
(b) a particular business, that is provided to the Authority in connection with the...
- Section 598 - Offence to disclose information in contravention of section 597
(1) A person who discloses information in contravention of section 597 commitsan offence.
(2) In a prosecution for an offence under subsection (1), it is a defence toestablish on a balance of...
- Section 599 - Power of Authority to impose sanctions for breaches of Takeover Rules
) The Authority may impose sanctions on a person who—
(a) has contravened or is contravening, or has failed to comply with or is failing to comply with, a provision of the Takeover Rules;...
- Section 600 - Failure to comply with the Takeover Rules relating to bid documentation
(1) This section applies when a takeover bid is made for a company that has securities—
(a) that are admitted to trading on a securities exchange or other regulated market in Kenya; and (b) that also...
- Section 601 - Enforcement of Takeover Rules by the Court
(1) If the Authority is of the opinion that a person is contravening or about to contravene, or has repeatedly contravened, a provision of the Takeover Rules, it may apply to the Court for a...
- Section 602 - Authority not liable for damages in connection with the performance of its functions under this Part
(1) Neither the Authority nor a person to whom subsection (2) applies is liable for damages for any act done, or omitted to be done, in connection with the performance or purported performance of the...
- Section 603 - No action for breach of statutory duty etc
(1) A contravention of, or a failure to comply with a requirement of, the Takeover Rules does not give rise to a right of action for breach of statutory duty.
(2) A contravention of, or a failure to...
- Section 604 - Privilege against self-incrimination
(1) A statement made by a person in response to—
(a) a requirement under section 596(1) (power to require documents and information); or
(b) an order made by the Court under section 601 to ensure...
- Section 605 - - Interpretation: Division 3
(1) In this Division—
"offer period", in relation to a takeover bid, means the time allowed for acceptance of the bid by the Takeover Rules;
"opted-in company" means a company in relation to...
- Section 606 - Impediments to takeovers: opting in and opting out
(1) A company may, by a special resolution, opt in for the purposes of this Part if the following two conditions are satisfied in relation to the company.
(2) The first condition is that the company...
- Section 607 - Further provision about opting-in and opting-out resolutions
(1) For the purpose of this section, the effective date is the date specified in an opting-in resolution or an opting-out resolution is to have effect.
(2) An opting-in resolution or an opting-out...
- Section 608 - Consequences of opting in: effect on contractual restrictions
(1) The following provisions have effect when a takeover bid is made for an opted-in company.
(2) An agreement to which this section applies is void in so far as it places any restriction—
(a) on...
- Section 609 - Power of offeror to require general meeting to be convened
(1) If a takeover bid is made for an opted-in company, the offeror may, by making a request to the directors of the company, require them to convene a general meeting of the company if, at the date at...
- Section 610 - Requirements as to notification of opting-in or opting out resolutions
(1) A company that has passed an opting-in resolution or an opting-outresolution shall notify the resolution to the Authority within fourteen days after the resolution is passed.
(2) If a company...
- Section 611 - Right of offeror to buy out minority shareholder
(1) Subsection (2) applies to a takeover offer does not relate to shares of different classes.
(2) An offeror who has, as a result of acceptances of the offer, acquired or unconditionally contracted...
- Section 612 - Further provision about notices given under section 611
(1) An offeror may not give a notice under section 611 otherwise than in the manner prescribed by the regulations.
(2) An offeror may not give a notice under section 611(2) or (4) after the end...
- Section 613 - Effect of notices under section 611
(1) Subject to section 618, this section applies if the offeror gives a shareholder a notice under section 611.
(2) The offeror is not only entitled but is bound to acquire the shares to which the...