Section 88Part 4 — Management and Administration of Companies and Associations
Power to acquire shares of dissenting shareholders
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Amended by LG13/S2
Subject to subsection (1A), where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as “the transferor company”) to another company, whether a company within the meaning of this Act or not (in this section referred to as “the transferee company”) has after the making of the offer in that behalf by the transferee company been approved by the holders of not less than ninety per cent in value of the shares for which the offer has been made, the transferee company may, at any time within two months after the approval by the said holders, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire that shareholder’s shares. (1 A) Where the notice under subsection (1) is given, the transferee company shall be bound to acquire those shares on the terms on which the shares of the approving shareholders are to be transferred to the transferee company except where an application is m ade to the Court by a dissenting shareholder within one month after the date on which the notice was given and the Court thinks fit to order otherwise.
Where a notice has been given by the transferee company under this section and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an application to the Court by the dissenting shareholder is t hen pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for t he shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares.
Any sums received by the transferor company under this section shal l be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sum or other consideration were respectivel y received.
In this section — “ dissenting shareholder ” includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer that person’s shares to the transferee company, in accordance with the scheme or contract.