1964_SECURITIES_(DISCLOSURE_OF_INTERESTS)_ORDINANCE — Page 36

1988 Ed.]

Securities (Disclosure of Interests)

[CAP. 396

35

PART V

ORDERS IMPOSING RESTRICTIONS ON SHARES

Consequence of order imposing restrictions

44. (1) So long as any shares are directed to be subject to the restrictions of this Part-

(a) any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with them, and any issue of such shares is void;

(b) no voting rights are exercisable in respect of the shares;

(c) no further shares shall be issued in right of them or in pursuance of any offer made to their holder; and

(d) except in a liquidation, no payment shall be made of any sums due from the company on the shares, whether in respect of capital or otherwise,

(2) Where shares are subject to the restrictions of subsection (1)(a), any agreement to transfer the shares or, in the case of unissued shares, the right to be issued with them is void (except an agreement to sell the shares on the making of an order under section 46(3)).

(3) Where shares are subject to the restrictions of subsection (1)(c) or (d), an agreement to transfer any right to be issued with other shares in right of those shares, or to receive any payment on them (otherwise than in a liquidation) is void (except an agreement to transfer any such right on the sale of the shares on the making of an order under section 46(3)).

Punishment for attempted evasion of restrictions

[cf. U.K. 1985 c. 6, s. 454]

45. (1) A person commits an offence and is liable to a fine of $10,000 and to imprisonment for 6 months if he

(a) exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions of this Part or of any right to be issued with any such shares; or

(b) votes in respect of any such shares (whether as holder or proxy), or appoints a proxy to vote in respect of them; or

(c) being the holder of any such shares, fails to notify of their being subject to those restrictions any person whom he does not know to be aware of that fact but does know to be entitled (apart from the restrictions) to vote in respect of those shares whether as holder or as proxy; or

(d) being the holder of any such shares, or being entitled to any right to be issued with other shares in right of them, or to receive any payment on them (otherwise than in a liquidation), enters into any agreement which is void under section 44(2) or (3).