Section 371. Right of offeror to buy out

(1) If a scheme or contract involving the transfer of all the shares or all the shares in any particular class in a transferor company, to a “transferee company”, whose transfer involve the holders of not less than ninety per centum of the nominal value shares or of the shares of that class, other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary, have been approved, the transferor company on behalf of the transferee company has within four months to make offer to buy out the share.

(2) The transferee company may at any time within two months after the offer has been approved under subsection (1) give notice to any dissenting shareholder in the transferor company that the transferee company desires to acquire the dissenting shareholder’s shares in the form and manner as determined by the Registrar.

(3) If a notice has been given by the transferee company, the transferee company shall be entitled and bound to acquire those shares on the terms which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company or if the offer contained two or more alternative sets of terms, upon the terms which were specified in the offer as being applicable to dissenting shareholders, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given or within seven days of a statement being supplied to a dissenting shareholder under subsection (4), whichever is the later, as the Court thinks fit to order otherwise.

(4) If a transferee company has given notice to any dissenting shareholder that the transferee company desires to acquire his shares, the dissenting shareholder shall be entitled to require the company to supply to him a statement in writing of the names and addresses of all other dissenting shareholders as shown in the register of members, by a demand in writing served on that company within one month from the date on which the notice was given to the dissenting shareholder.

(5) Subject to subsection (4), the transferee company shall not be entitled or bound to acquire the shares of the dissenting shareholders until fourteen days after the posting of the statement of the names and addresses to the dissenting shareholder.

(6) If, under any such scheme or contract, shares in a company are transferred to another company or its nominee and those shares together with any other shares in the transferor company held by, or by a nominee for, the transferee company or its subsidiary at the date of the transfer, comprise or include ninety per centum of the shares in the transferor company or any class of those shares, then—

(a) the transferee company shall give notice of that fact in the form and manner as determined by the Registrar to the remaining shareholder or the remaining shares of that class who have not assented to the scheme or contract, within one month from the date of the transfer unless on a previous transfer under the scheme or contract, the transferee company has complied with this requirement; and

(b) any shareholder may require the transferee company to acquire the shares in question within three months from the giving of the notice to him,

and if a shareholder gives notice under paragraph (b) with respect to any shares, the transferee company shall be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders were transferred to the transferee company, or on such other terms as are agreed or as the Court thinks fit to order, on the application of either the transferee company or the shareholder.

(7) If a notice has been given by the transferee company under subsection (1) and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, transmit a copy of the notice to the transferor company together with an instrument of transfer executed, on behalf of the shareholder by any person appointed by the transferee company, and on its own behalf by the transferee company—

(a) after the expiration of one month after the date on which the notice has been given;

(b) after fourteen days a statement has been supplied to a dissenting shareholder under subsection (4); or

(c) if an application to the Court by the dissenting shareholder is then pending, after that application has been disposed of.

(8) In relation to subsection (7), the transferee company shall pay, allot or transfer 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 to the transferor company, and the transferor company shall register the transferee company as the shareholder.

(9) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any sums and any other consideration received shall be held by that transferor company in trust for the several persons entitled to the shares in respect of the sums received by the transferor company, respectively.

(10) If any consideration other than cash is held in trust by a company for any person under this section or under any corresponding previous written law, such consideration other than cash may, after the expiration of two years and shall before the expiration of ten years from the date on which the consideration was allotted or transferred to the company, be transferred to the Minister charged with the responsibility for finance.

(11) The Minister charged with the responsibility for finance shall sell or dispose of any consideration received under subsection (10) as he thinks fit and shall deal with the proceeds of the sale or disposal as if it were moneys paid to the Minister under the law relating to unclaimed moneys.

(12) In this section, “dissenting shareholder” 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.