- 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...
- Section 606 of The Companies Act No. 17 of 2015: 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 has voting shares admitted to trading on a regulated market.
(3) The second condition is...
- Section 607 of The Companies Act No. 17 of 2015: 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 resolution has no effect unless it specifies an effective date.
(3) The effective date of an...
- Section 608 of The Companies Act No. 17 of 2015: 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 the transfer to the offeror, or at the offeror's direction to another person, of shares in the company...
- Section 609 of The Companies Act No. 17 of 2015: 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 which the request is made, the offeror holds shares amounting to not less than seventy-five percent...
- Section 610 of The Companies Act No. 17 of 2015: 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 fails to comply with subsection (1), the company, and eachofficer of the company who is in default,...
- 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;...
- Section 612 of The Companies Act No. 17 of 2015: 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 of—
(a) the period of three months from and including the day after the last day of the offer period;...
- 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...
- Section 614 of The Companies Act No. 17 of 2015: 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 under section 613(6)(b); and
(b) any dividend or other amount accruing from any other consideration...
- 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...
- Section 616 of The Companies Act No. 17 of 2015: 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), (4) or (5) are not exercisable after the end of the period of three months from—
(a) the end of the...
- Section 617 of The Companies Act No. 17 of 2015: 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 acquire shares to which this section applies on the terms of the offer or on such other terms as may...
- 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...
- Section 619 of The Companies Act No. 17 of 2015: 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 as a result of acceptances of the offer—by the joint offerors acquiring, or unconditionally...
- Section 620 of The Companies Act No. 17 of 2015: 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 by the company for that year.
(2) In the case of an unquoted company, its annual financial statement...
- Section 621 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 of company.
(3) The main distinctions for this purpose are—
(a) between companies subject to the...
- Section 623 of The Companies Act No. 17 of 2015: 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 of The Companies Act No. 17 of 2015: 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 financial year if the qualifying conditions—
(a) are satisfied in that year and the preceding financial...
- Section 625 of The Companies Act No. 17 of 2015: 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 relation to the parent company's first financial year if the qualifying conditions are satisfied in...
- Section 626 of The Companies Act No. 17 of 2015: 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 ineligible group.
(2) A group is ineligible if any of its members is—
(a) a public company;
(b) a...
- Section 627 of The Companies Act No. 17 of 2015: 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 which that financial year was determined.
- Section 628 of The Companies Act No. 17 of 2015: 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 company;
(b) disclose with reasonable accuracy, up to the end of the previous three month trading period, the...
- Section 629 of The Companies Act No. 17 of 2015: 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 under subsection (1) is, liableon conviction—
(a) in the case of a body corporate, to a fine not...
- Section 630 of The Companies Act No. 17 of 2015: 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 inspection by the officers of the company.
(2) A company shall preserve its accounting records for not less...
- Section 631 of The Companies Act No. 17 of 2015: 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 take all reasonable steps to ensure that the company complies with section 630(2);...
- Section 632 of The Companies Act No. 17 of 2015: 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; and
(b) ends with the last day of that period or such other date (not more than seven days before or after...
- Section 633 of The Companies Act No. 17 of 2015: 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 accountingreference date is a date specified by an ordinary resolution.
(3) The directors of the...
- Section 634 of The Companies Act No. 17 of 2015: 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 and subsequent periods; or
(b) the previous accounting reference period of the company and...