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Section 613 of The Companies Act No. 17 of 2015: 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 notice relates on the terms specified in the offer.
(3) If the terms of an offer are such as to give the shareholder a choice of consideration, the offeror shall include in the notice particulars of the choice and a statement—
(a) stating that the shareholder may, within six weeks from the date of the notice, indicate that choice by a written communication sent to the offeror at an address specified in the notice; and
(b) stating which consideration specified in the offer will apply if a choice is not indicated.
(4) Subsection (3) applies whether or not any time-limit or other conditions applicable to the choice under the terms of the offer can still be complied with.
(5) If—
(a) the consideration offered to, or chosen by, the shareholder is not cash and the offeror is no longer able to provide it; or
(b) the consideration offered to, or chosen by, the shareholder is not cash and was to have been provided by a third party who is no longer bound or able to provide it, the consideration is taken to consist of an amount of cash, payable by the offeror, which at the date of the notice is equivalent to the consideration that was offered or chosen.
(6) Immediately after the end of six weeks from the date of the notice, the offeror shall—
(a) send a copy of the notice to the company; and
(b) pay or transfer to the company the consideration for the shares to which the notice relates.
(7) If the consideration consists of shares or securities to be allotted by the offeror, the reference in subsection (6)(b) to the transfer of the consideration is a reference to the allotment of the shares or securities to the company.
(8) If the shares to which the notice relates are registered, the offeror shall attach to, or enclose with, the copy of the notice sent to the company under subsection (3)(a) a document of transfer executed on behalf of the holder of the shares by a person appointed by the offeror immediately after receiving the document.
(9) On receipt of the document the company shall register the offeror as the holder of those shares.
(10) The company holds any consideration received by it under subsection (5) (b) on trust for the person who, before the offeror acquired them, was entitled to the shares in respect of which the consideration was received.

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

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