193437-1932-Supplementary-Draft-Bill--Companies — Page 69

Fower to

acquire shares of shareholders dissenting

from scheme or contract

approved by majority. 19 & 20 Geo. 5, c. 23, 3. 155.

1080

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 in- cludes property, rights and powers of every descrip- tion, and the expression "liabilities" includes duties.

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(5) Notwithstanding the provisions of subsection (5; of the last foregoing section, the expression "com- pany in this section does not include any company other than a company within the meaning of this Ordinance.

154.--(1) Where a scheme or contract involving the transfer of shares or any class of shares in a com- pany (in this section referred to as "the transferor company") to another company, whether a company within the meaning of this Ordinance or not (in this section referred to us "the transferee company') has within four months after the making of the offer in that behalf by the transferee company been approved by the holders of not less than nine-tenths in value of the shares affected, the transferee company may, at any time within 1WO months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the norize was given the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contraet the shares of the approving shareholders are to be trans- ferred to the transferee company:

Provided that, where any such scheme or contract has been so approved at any time before the com- mencement of this Ordinance. the court

may by order, on an application made to it by the transferec company within two months after the commencement of this Ordinates, authorise notice to be given under this section at any time within fourteen days after the making of the order, and this section shall apply accordingly, except that the terms on which the shares of the dissenting shareholder are to be acquired shall be such terms as the court may by the order direct instead of the terms provided by the sebeine or contract.

On

(2) 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 transferce company shall, on the expiration of one mouth from the date which the notice has been given, or, if an application to the court by the dissenting shareholder is ther pending, after that application has been disposed of. transmit a copy of the notice to the transferor com- pany and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transfored company 18 the holder of those shares.

(3) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other considera- tion so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sums or other considera- tion were respectively received.

(4) In this section the expression "dissenting share- holder" includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract.