192
CAP. 32]
Companies
[1984 Ed.
Rights of company and minority
shareholders in case of successful take-over offer. [7. 1948 c. 38, s. 209.1 Ninth Schedule.
the order, be transferred to and become the liabilities of, the transferee company, and in the case of any property, if the order so directs, freed from any charge which is by virtue of the compromise or arrangement to cease to have effect.
(3) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the Registrar for registration within 7 days after the making of the order, and if default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.
(4) In this section, the expression "property" includes property, rights and powers of every description, and the expression “liabilities” includes duties.
(5) Notwithstanding the provisions of section 166(5), the expression company in this section does not include any company other than a company within the meaning of this Ordinance.
168. (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;
(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