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Section 611 of The Companies Act No. 17 of 2015: 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 to acquire—
(a) not less than ninety percent in value of the shares to which the offer relates; and
(b) if the shares to which the offer relates are voting shares — not less than ninety percent of the voting rights conferred by those shares, may give notice to the holder of any shares to which the offer relates that the offeror has not acquired or unconditionally contracted to acquire that the offeror intends to acquire those shares.
(3) Subsection (4) applies even though the takeover offer relates to shares of different classes.
(4) An offeror who has, as a result of acceptances of the offer, acquired or unconditionally contracted to acquire—
(a) not less than ninety percent in value of the shares to which the offer relates; and
(b) if the shares of that class are voting shares —not less than fifty percent of the voting rights conferred by those shares,
may give notice to the holder of any shares of that class to which the offer relates that the offeror has not acquired or unconditionally contracted to acquire that the offeror intends to acquire those shares.
(5) If a takeover offer that includes among the shares to which it relates shares that are allotted after the date of the offer, the offeror's entitlement to give a notice under subsection (2) or (4) on any particular date is to be determined as if the shares to which the offer relates did not include any shares allotted on or after that date.
(6) Subsection (7) applies if—
(a) the requirements for the giving of a notice under subsection (2) or (4) are satisfied; and
(b) there are shares in the company that the offeror, or an associate of the offeror, has contracted to acquire subject to conditions being satisfied, and in relation to which the contract has not become unconditional.
(7) The offeror's entitlement to give a notice under subsection (2) or (4) is to be determined as if—
(a) the shares to which the offer relates included shares of the kind referred to in subsection (6)(b); and
(b) in relation to those shares the words "as a result of acceptances of the offer" in subsection (2) or (4) were omitted.
(8) For the purposes of this section, shares are not excluded by section 588(4) from those to which the offer relates if—
(a) they are shares that the offeror acquired, or unconditionally contracted to acquire, during the offer period, but were not acquired or contracted to be acquired as a result of acceptances of the offer; and
(b) subsection (10) applies, and the offeror is taken to have acquired or to have contracted to acquire those shares as a result of acceptance of the offer.
(9) For the purposes of this section, shares are not excluded by section 588(5) from those to which the offer relates if—
(a) during the offer period, an associate of the offeror acquired, or unconditionally contracted to acquire, any of the shares to which the offer relates; and,
(b) subsection (10) applies.
(10) This subsection applies if—
(a) at the time the shares were acquired or contracted to be acquired the value of the consideration for which they were acquired or contracted to be acquired does. not exceed the value of the consideration specified in the terms of the offer; or
(b) those terms are subsequently revised so that when the revision is announced the value of the consideration for the acquisition, at the time referred to in, paragraph (a), no longer exceeds the value of the consideration specified in those terms.

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Disclaimer: This document is not to be taken as legal advise.

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