Section 565 of The Companies Act No. 17 of 2015: 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 with the person's directions or instructions; or
(b) the person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of the body.
(2) For the purposes of this section, a person is taken to be entitled to exercise or control the exercise of voting power if—
(a) another body corporate is entitled to exercise or control the exercise of that voting power; and
(b) the person is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body corporate.
(3) For the purposes of this section, a person is treated as entitled to exercise or control the exercise of voting power if—
the person has a right (whether or not subject to conditions) the exercise of which would make the person so entitled; or
(b) the person is under an obligation (whether or not subject to conditions) the fulfilment of which would make the person so entitled.
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(1) A company may not—
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(a) irredeemable; or
(b) redeemable only—
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- Section 571 - Enforcement of contracts to subscribe for debentures
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(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...
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- 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
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(2) If—
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(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...
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(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...
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(2) This subsection applies to a...
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(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...
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(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...
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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...
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(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...
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(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;...
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- Section 601 - Enforcement of Takeover Rules by the Court
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(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—
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"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...
- Section 614 - Further provision about consideration held on trust under section 613
(1) If an offeror pays or transfers consideration to the company under section613(6), the company shall pay into a separate bank account that complies with subsection (2)—
(a) any money it receives...
- Section 615 - Right of minority shareholder to be bought out by offeror
(1) Subsections (3) and(4) apply if a takeover offer relates to all the shares in a company.
(2) For the purposes of subsection (1), a takeover offer relates to all the shares in a company if it is...