Chapter: 32  COMPANIES ORDINANCE

Section Num: 168  Version Date 30/06/1997

Rights of company and minority shareholders in case of successful take-over offer

(1) This section and the Ninth Schedule shall apply where a company (in this section and the Ninth Schedule referred to as "the transferee company"), whether a company within the meaning of this Ordinance or not, makes an offer to acquire all the shares, or all the shares of any class or classes, not already held by it in another company (in the Ninth Schedule referred to as "the transferor company") on terms which are the same in relation to all the shares to which the offer relates or, where those shares include shares of different classes, in relation to all the shares of each class.

(2) This section and the Ninth Schedule shall apply in relation to debentures convertible into shares or any rights to subscribe for shares as if those debentures or rights were shares of a separate class, and references to shares, the shareholder and a share warrant shall be construed accordingly.

(3) For the purposes of this section and the Ninth Schedule-

(a) shares held or acquired-

(i) by a nominee on behalf of the transferee company; or

(ii) where the transferee company is a member of a group of companies, by, or by a nominee on behalf of, a company which is a member of the same group of companies,

shall be treated as held or acquired by the transferee company;

(b) where an offer referred to in subsection (1) relates to debentures convertible into shares, such debentures shall be treated as so convertible whether or not any rights of conversion thereunder are exercisable at the time of the offer or at any time thereafter, and whether or not they are contingent upon the happening of any event; and such debentures shall, if such rights are exercisable at the time of the offer, be treated as shares to which such rights relate;

(c) references to value are references to nominal value or, in relation to debentures convertible into shares, the amount payable on such debentures.

(4) In relation to a case where an offer in respect of any scheme or contract involving the transfer of shares in a company to another company was made before the commencement* of the Companies (Amendment) Ordinance 1984 (6 of 1984), the provisions of this section in force immediately before the commencement of that Ordinance shall continue to have effect as if that Ordinance had not been enacted.

(Replaced 6 of 1984 s. 125)

[cf. 1948 c. 38 s. 209 U.K.]

Note:

* Commencement date: 31 August 1984.