Section 605 of The Companies Act No. 17 of 2015: - 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 which—
(a) an opting-in resolution has effect; and
(b) the conditions specified in section 606(2) and (3) continue to be satisfied;
“opting-in resolution" means a special resolution of the kind referred to in section 606(1);
“opting-out resolution" means a special resolution of the kind referred to in section 606(4);
(2) For the purposes of this Division—
(a) securities of a company are treated as shares of the company if they—
(i) are convertible into; or
(ii) entitle the holder to subscribe for, shares in the company; and
(b) debentures issued by a company are treated as shares in the company if they confer voting rights on their holder.
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- 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.
- Section 624 - Companies qualifying as small: general rules
(1) A company qualifies as small in relation to its first financial year if the qualifying conditions are satisfied in that year.
(2) A company qualifies as small in relation to a subsequent...
- Section 625 - Companies qualifying as small: parent companies
(1) A parent company qualifies as a small company in relation to a financial year only if the group of companies headed by it qualifies as a small group.
(2) A group qualifies as a small group in...
- Section 626 - Companies excluded from the small companies regime
(1) The small companies regime does not apply to a company that is, or wasat any time within the financial year to which the financial statement relates—
(a) a public company; or
(b) a member of an...
- Section 627 - When company is a quoted company or an unquoted company for the purposes of this Part
For the purposes of this Part, a company is a quoted company in relation to a financial year if it was a quoted company immediately before the end of the accounting reference period by reference to...
- Section 628 - Duty of company to keep proper accounting records
(1) Every company shall keep proper accounting records.
(2) For purposes of subsection (1), accounting records are proper only if they—(a) show and explain the transactions of the...
- Section 629 - Offence for company to fail to keep proper accounting records
(1) If a company fails to comply with a provision of section 628, the company,and each officer of the company who is in default, commit an offence.
(2) A person who is found guilty of an offence...
- Section 630 - Where and for how long company is required to keep its records
(1) Except in so far as the regulations otherwise provide, a company shall—(a) keep its accounting records at its registered office; and
(b) ensure that the records are at all times open to...
- Section 631 - Offences relating to company’s failure to preserve its records
(1) If a company fails to comply with a provision of section 630(1), the company,and each officer of the company who is in default, commit an offence.
(2) An officer of a company who—
(a) fails to...
- Section 632 - How company’s financial year is to be determined
(1) A financial year of a company is determined in accordance with this section.
(2) A company’s first financial year—
(a) begins with the first day of its first accounting reference period;...
- Section 633 - How accounting reference periods and accounting reference date of company are determined
(1) The accounting reference periods of a company are determined accordingto its accounting reference date in each calendar year.
(2) Unless otherwise prescribed in the articles or by any law, the...
- Section 634 - Power of company to change its accounting reference date
(1) A company may, by notice lodged with the Registrar for registration, change its accounting reference date having effect in relation to—
(a) the current accounting reference period of the company...
- Section 635 - Duty of directors to prepare individual financial statement
(1) The directors of every company shall prepare a financial statement for thecompany for each of financial year of the company.
(2) Such a financial statement is referred to in this Part as the...
- Section 636 - Financial statements to give true and fair view
(1) The directors of a company may approve a financial statement for thepurposes of this Division only if they are satisfied that the statement gives a true and fair view of the assets, liabilities...
- Section 637 - Accounting framework applicable to individual financial statements
(1) The directors of a company shall prepare the company’s individual afinancial statement in accordance with section 638.
(2) Subsection (1) is subject to section 645.
(3) If the directors of a...
- Section 638 - Requirements for individual financial statements
(1) In preparing an individual financial statement for a financial year, the directors of a company shall ensure that the statement complies with the requirements of this section.
(2) The...
- Section 639 - Company that is not a small company to prepare group financial statement
(1) If, at the end of a financial year, a company that is not subject to the smallcompanies regime is a parent company, the directors of the company shall, in addition to preparing an individual...
- Section 640 - Exemption for company included in group financial statement of larger group
(1) A company that is itself a subsidiary undertaking is exempt from the requirement to prepare a group financial statement in the following cases—
(a) if the company is a wholly-owned subsidiary of...
- Section 641 - Exemption if no subsidiary undertakings need to be included in consolidation
A parent company is exempt from the requirement to prepare a group financial statement if under section 644 all of its subsidiary undertakings could be excluded from consolidation in a group financial...
- Section 642 - Group financial statements: applicable accounting framework
(1) If a group financial statement is required to be prepared, the directors of the parent company shall prepare the statement in accordance with section 643.
(2) If the directors of the parent...
- Section 643 - Requirements for group financial statements
(1) In preparing a group individual financial statement for a financial year, the directors of the parent company concerned shall ensure that the statement complies with the requirements of this...
- Section 644 - Group financial statements: subsidiary undertakings to be included in consolidation
(1) In preparing a group financial statement, the directors of the parent company shall include in the consolidation all of the subsidiary undertakings of the company, subject to the exceptions...
- Section 645 - Directors of parent company to ensure consistency of financial reporting within group
(1) The directors of a parent company shall ensure that the individual financialstatements of—
(a) the parent company; and
(b) each of its subsidiary undertakings, are all prepared using the same...
- Section 646 - Certain information may be omitted from individual profit and loss account when group financial statement is prepared
(1) If—
(a) a company prepares a group financial statement in accordance with this Act; and
(b) the notes to the company's individual balance sheet show the company's profit or loss for the...
- Section 647 - Information about related undertakings to be provided in notes tofinancial statements
(1) The regulations may require information about related undertakings to be provided in notes to a company’s annual financial statement.
(2) Those regulations—
(a) may make different provision...
- Section 648 - Information about related undertakings: alternative compliance
(1) This section applies when the directors of a company are of the opinion that the number of undertakings in respect of which the company is required to disclose information under any provision of...
- Section 649 - Information about employee numbers and costs to be included in company’s annual financial statement
(1) If a company is not subject to the small companies regime, the directors of the company shall include in notes to the company’s annual financial statement the following information about the...
- Section 650 - Directors to include in notes to company's annual financial statement details of their benefits other than remuneration
(1) Except in the case of a company that is subject to the small companies regime, the directors of a company shall include in the notes to the company's individual financial statement details of the...
- Section 651 - Information about directors’ benefits to be included in notes to company’s individual financial statement
(1) If a group financial statement is not prepared for a company, the directors of the company shall include in the notes to the company’s individual financial statement details of—
(a) advances and...
- Section 652 - Directors to approve and sign financial statements
(1) As soon as practicable after a company’s annual financial statement hasbeen prepared, the directors shall approve the statement and arrange for one or more of them to sign it.
(2) The directors...
- Section 653 - Duty to prepare directors’ report
(1) The directors of a company shall prepare a directors’ report for eachfinancial year of the company.
(2) For a financial year in which—
(a) the company is a parent company; and
(b) the directors...
- Section 654 - General requirements for contents of directors’ report
(1) The directors shall include in their report for a financial year—
(a) the names of the persons who, at any time during the financial year, were directors of the company; and
(b) the principal...
- Section 655 - Business review to be included in certain directors’ reports
(1) Unless the company is subject to the small companies regime, the directors shall include in their report a business review that complies with subsection (3), so far as relevant to the...