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Section 618 of The Companies Act No. 17 of 2015: 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 which the notice relates; or
(b) that the terms on which the offeror is entitled and bound to acquire the shares are such as the Court considers to be fair and reasonable.
(2) An application under subsection (1) has no effect unless made within six weeks from the date on which the notice referred to in that subsection was given.
(3) If an application to the Court under subsection (1) is pending at the end of the six weeks period, section 613(6) does not have effect until the application has been disposed of.
(4) If a shareholder exercises the rights conferred by section 615 in respect of any shares, the Court may, on an application made by the shareholder or the offeror, make an order specifying the terms on which the offeror is entitled and bound to acquire the shares.
(5) On the hearing of an application made under subsection (1) or (3), the Court may not—
(a) impose a consideration of a higher value than that specified in the offer unless the holder of the shares satisfies that Court that the consideration so specified would be unfair; or
(b) impose a consideration of a lower value than that so specified.
(6) The Court may not make an order for costs against a shareholder making an application under subsection (1) or (3) unless it considers that— (a) the application was unnecessary, improper or vexatious;
(b) the shareholder unreasonably delayed making the application; or
(c) the shareholder behaved unreasonably in conducting the proceedings on the application.
(7) The Court may not hear an application made by a shareholder under subsection (1) or (3) unless the shareholder has given notice of the application to the offeror.
(8) An offeror who is given notice of an application under subsection (1) or (3) shall give a copy of the notice to—
(a) any person, other than the applicant, to whom a notice has been given under section 611;
(b) any person who has exercised the rights conferred by section 615.
(9) The Court may not hear an application made by an offeror under subsection
(3) unless the offeror has given notice of the application to—
(a) any person to whom a notice has been given under section 611; or (b) any person who has exercised the rights conferred by section 615.
(10) Subject to subsection (11), if a takeover offer has not been accepted to the extent necessary to enable the offeror to give notices under section 611(2) or (4), the Court may, on an application made by the offeror, make an order authorising the offeror to give notices under that subsection if it is satisfied that—
(a) the offeror has, after reasonable inquiry, been unable to trace one or more of the persons holding shares to which the offer relates;
(b) the requirements of that subsection would have been satisfied if that person, or all of those persons, had accepted the offer; and (c) the consideration offered is fair and reasonable.
(11) The Court may not make an order under subsection (10) unless it considers that it is just and equitable to do so having regard, in particular, to the number of shareholders who have been traced but who have not accepted the offer.

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

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