1984 Ed.]
Companies
[CAP. 32
185
163B. (1) Where, in connexion with the transfer to any persons of all or any of the shares in a company, being a transfer resulting from-
(a) an offer made to the general body of shareholders;
(b) an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of its holding company;
(c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or
(d) any other offer which is conditional on acceptance to a given extent,
a payment is to be made to a director or past director of the company by way of compensation for loss of office, or as consideration for or in connexion with his retirement from office, it shall be the duty of that director or past director to take all reasonable steps to secure that particulars with respect to the proposed payment (including the amount thereof) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.
(2) If-
(a) any such director or past director fails to take reasonable steps as aforesaid; or
(b) any person who has been properly required by any such director or past director to include the said particulars in or send them with any such notice as aforesaid fails so to do,
he shall be liable to a fine of $10,000.
(3) If-
(a) the requirements of subsection (1) are not complied with in relation to any such payment as is therein mentioned; or
(b) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares,
any sum received by the director or past director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.
Duty of director or past director to disclose payment for loss of office, etc. made in connexion with transfer of shares in company. 1948 c. 38, s. 193,
Page 75
Page 76
1984 Ed.]
Companies
[CAP. 32
185
163B. (1) Where, in connexion with the transfer to any persons of all or any of the shares in a company, being a transfer resulting from-
(a) an offer made to the general body of shareholders;
(b) an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of its holding company;
(c) an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or
(d) any other offer which is conditional on acceptance to a
given extent,
a payment is to be made to a director or past director of the company by way of compensation for loss of office, or as considera- tion for or in connexion with his retirement from office, it shall be the duty of that director or past director to take all reasonable steps to secure that particulars with respect to the proposed payment (including the amount thereof) shall be included in or sent with any notice of the offer made for their shares which is given to any shareholders.
(2) If-
(a) any such director or past director fails to take reasonable
steps as aforesaid; or
(b) any person who has been properly required by any such director or past director to include the said particulars in or send them with any such notice as aforesaid fails so to do,
he shall be liable to a fine of $10,000-
(3) If-
(a) the requirements of subsection (1) are not complied with in
relation to any such payment as is therein mentioned; or
(b) the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares,
any sum received by the director or past director on account of the payment shall be deemed to have been received by him in trust for any persons who have sold their shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.
Duty of director
or past director to disclose payment for loss of office, etc.. made in
connexion with transfer of shares
in company. 1948 c. 38, s. 193,
Page 75Page 76
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