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Section 615 of The Companies Act No. 17 of 2015: 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 an offer to acquire all the shares in the company.
(3) The holder of voting shares to which the offer relates who has not accepted the offer may require the offeror to acquire those shares if, at any time before the end of the offer period—
(a) the offeror has as a result acceptances of the offer, acquired or unconditionally contracted to acquire some, but not all of the shares to which the offer relates; and
(b) those shares, with or without any other shares in the company that the offeror has acquired or contracted to acquire, whether unconditionally or subject to conditions being satisfied—
(i) amount to not less than fifty percent in value of all the voting shares in the company or would do so but for subsection (1) of section 590; and
(ii) confer not less than fifty percent of the voting rights in the company or would do so but for that subsection.
(4) The holder of any non-voting shares to which the offer relates who has not accepted the offer may require the offeror to acquire those shares if, at any time before the end of the offer period—
(a) the offeror has, as a result of acceptances of the offer, acquired or unconditionally contracted to acquire some, but not all of the shares to which the offer relates; and
(b) those shares, with or without any other shares in the company that the offeror has acquired or contracted to acquire (whether unconditionally or subject to conditions being satisfied) amount to not less than fifty percent in value of all the shares in the company or would do so but for section 590(1).
(5) If a takeover offer relates to shares of one or more classes and at any time before the end of the offer period—
(a) the offeror has, as a result of acceptances of the offer, acquired, or unconditionally contracted to acquire, some, but not all, of the shares of any class to which the offer relates; and
(b) those shares, with or without any other shares of that class that the offeror has acquired or contracted to acquire, whether unconditionally or subject to conditions being satisfied—
(i) amount to not less than fifty percent in value of all the shares of that class; and
(ii) if the shares of that class are voting shares, confer not less than fifty percent of the voting rights carried by the shares of that class,
the holder of any shares of that class to which the offer relates who has not
accepted the offer may require the offeror to acquire those shares.
(6) Subsection (7) applies if—
(a) a shareholder exercises rights conferred by subsection (2), (3) or (4) (b);
(b) at the time when the shareholder exercises the right, there are shares in the company that the offeror has contracted to acquire subject to conditions being satisfied, and in relation to which the contract has not become unconditional; and
(c) the requirement imposed by subsection (3)(b) or (4)(b) (whichever is appropriate) would not be satisfied if those shares were not taken into account.
(7) The shareholder is treated for the purposes of section 617 as not having exercised the rights conferred by this section unless the requirement imposed by paragraph (b) of subsection (3) or (4) (as appropriate) would be satisfied if—
(a) the reference in that paragraph to other shares in the company that the offeror has contracted to acquire unconditionally or subject to conditions being satisfied were a reference to those shares that the offeror has unconditionally contracted to acquire; and
(b) the reference in that subsection to the offer period were a reference to the period referred to in section 616(2).
(8) A reference in subsection, (3)(b), (4)(b), (6) or (7) to shares that the offerorhas acquired, or contracted to acquire, includes a reference to shares that an associate of the offeror has acquired or contracted to acquire.

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