(
1984 Ed.]
Companies (Forms) Regulations
[CAP. 32
B 85
[Subsidiary]
NOTES
1.
2.
This notice must be given by the transferee company within one month of the expiration of the period within which the offer to all shareholders could be accepted.
In order to assist the shareholder, Part 2 of the Ninth Schedule to the Companies Ordinance is reproduced hereunder viz:
"9. If the offer does not relate to shares of different classes and not later than the expiration of the period within which the offer can be accepted the transferee company is the holder of not less than nine-tenths in value of all the shares in the transferor company or, if the offer relates to a class of shares, not less than nine-tenths in value of all the shares of that class, the holder of any shares to which the offer relates who has not accepted the offer before the expiration of that period may by letter addressed to the transferee company require it to acquire those shares.
10. If the offer relates to shares of different classes and not later than the expiration of the period within which the offer can be accepted the transferee company is the holder of not less than nine-tenths in value of the shares of any class for which the offer is made, the holder of any shares of that class who has not accepted the offer before the expiration of that period may by letter addressed to the transferee company require it to acquire those shares.
11. Within 1 month of the expiration of the period within which the offer can be accepted the transferee company shall give notice in the prescribed manner to a person having rights under this Part calling on him to decide whether or not to exercise them, but he shall not be entitled to exercise them later than 2 months after the date on which the notice is given.
12. Where the holder of any shares exercises his rights under this Part the transferee company shall be entitled and bound to acquire the shares on the terms of the offer or on such other terms as may be agreed or as the court, on the application of the holder of the shares or the transferee company, thinks fit to order.
13. Where an offer is such as to give the holder of shares a choice of terms and he requires the transferee company to acquire the shares under this Part without the company having given him a notice under paragraph 11, the requirement shall not have effect unless it indicates an exercise of that choice.
14. Where an offer is such as to give the holder of shares a choice of terms and the company gives him a notice under paragraph 11, the notice shall give particulars of the choice and state—
(a) that he may exercise the choice in making a requirement under this Part; and (b) which terms are to be taken as applying if he makes such a requirement without exercising the choice,
and the terms of the offer mentioned in paragraph 12 shall be determined accordingly.
15. Where an offer is such that the holder of shares in the transferor company is to receive shares or debentures of the transferee company but with an option to receive instead some other consideration to be provided by a third party—
(a) the terms of the offer mentioned in paragraph 12 shall not include that option unless the transferee company in a notice under paragraph 11 indicates that the option is to apply; and
(b) if the transferee company does not so indicate it may, if it thinks fit, offer in such a notice a corresponding option to receive some other consideration to be provided by that company,
and, if the transferee company offers such a corresponding option and the holder of the shares exercises that corresponding option in his requirement under this Part, the terms of the offer mentioned in paragraph 12 shall be determined accordingly.
For the purposes of this paragraph, consideration shall be deemed to be provided by a third party where it is made available to the transferee company on terms that it shall be used by the transferee company as consideration pursuant to the offer."