Section 573 of The Companies Act No. 17 of 2015: 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 debenture holders (if any) is kept open for inspection—
(a) at the registered office;
(b) if the register is prepared at another office of the company (other than the registered office), a copy of the register may be kept at that other office; and
(c) if the register is prepared by some other person on behalf of the company, a copy of the register may be kept at the office of that other person.
(3) If a company fails to comply with a requirement of this section, 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 exceeding one million shillings.
(4) If, after a company or any of its officers is convicted of an offence under subsection (3), the company continues to fail to comply with the relevant requirement, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding one hundred thousand shillings for each such offence.
(5) A reference in this section to a register of debenture holders includes a duplicate—
(a) of a register of debenture holders that is kept outside Kenya; or (b) of any part of such a register.
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- 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...
- 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...
- Section 616 - Further provision about rights conferred by section 615
(1) Rights conferred on a shareholder by section 615(3), (4) or (5) are exercisable only by a written communication addressed to the offeror.
(2) Rights conferred on a shareholder by section 615(3),...
- Section 617 - Effect of exercising the rights conferred by section 615
(1) Subject to section 618, this section applies to shares in respect of which a shareholder has exercised the rights conferred by section 615.
(2) The offeror is not only entitled but also bound to...
- Section 618 - Circumstances in which offeror or minority shareholder may apply to the Court
(1) If a notice is given under section 611 to a shareholder the Court may, on an application made by the shareholder, order—
(a) that the offeror is not entitled and bound to acquire the shares to...
- Section 619 - When takeover offers are made by two or more persons jointly
(1) If a takeover offer is made by two or more persons jointly, the conditions for the exercise of the rights conferred by section 611 are satisfied—
(a) in the case of an acquisition of shares made...
- Section 620 - Interpretation: Part XXV
(1) In this Part—
“annual financial statement” in relation to a company, means the company's individual financial statement for a financial year, and includes any group financial statement prepared...
- Section 621 - Notes to a company’s financial statements
Information required by this Part to be given in notes to a company’s annual financial statement can be contained in the statement or in a separate document annexed to it.
- Section 622 - Application of this Part
(1) The requirements of this Part relating to the financial statement of acompany apply to each financial year of the company.
(2) In certain respects, different provisions apply to different kinds...
- Section 623 - Companies subject to the small companies regime
The small companies regime for financial statements applies to a company for a financial year in relation to which the company—
(a) qualifies as small; and
(b) is not excluded from the regime.