Section 389 of The Companies Act No. 17 of 2015: Merger relief: meaning of ninety percent equity holding

The regulations may prescribe provisions for either or both of the following— (a) for relieving companies from the requirements of section 386 in relation to premiums other than cash...

If an amount that corresponds to the amount representing the premiums, or part of the premiums, on shares issued by a company that, as a result of relief (if any) under this Division, is not included...

(1) For the purposes of this Act, shares are of one class if the rights attachedto them are in all respects uniform. (2) For purposes of subsection (1), the rights attached to shares are not to be...

(1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share capital. (2) Rights attached to a class of a company’s shares may be varied...

(1) This section is concerned with the variation of the rights of a class of members of a company that does not have a share capital. (2) Rights of a class of members may be varied only— (a) in...

Neither section 393 nor section 394 affects the powers of the Court under section 78, Part XXIX or XXXIV.

(1) This section applies if the rights attached to any class of shares in a company are varied under section 393. (2) The holders of not less in the aggregate than fifteen percent of the issued...

(1) This section applies if the rights of any class of members of a company are varied under section 394. (2) Members comprising not less than fifteen percent of the members of the relevant class...

(1) Within fourteen days after the making of an order by the Court on anapplication under section 396 or 397, the company concerned shall lodge a copy of the order with the Registrar for...

(1) If a company assigns a name or other designation, or a new name or otherdesignation, to any class or description of its shares, it shall, within fourteen days after doing so, lodge with the...

(1) If the rights attached to shares of a company are varied, the company shall,within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice...

(1) If a company not having a share capital creates a new class of members,the company shall, within fourteen days after the date on which the new class is created, lodge with the Registrar for...

(1) If a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class of its members, it shall, within fourteen days after doing so, lodge...

(1) If the rights of any class of members of a company not having a sharecapital are varied, the company shall, within fourteen days after the date on which the variation is made, lodge with the...

(1) A limited company having a share capital may alter its share capital only—(a) by increasing its share capital by allotting new shares; or (b) reducing its share capital in accordance with this...

(1) A limited company having a share capital may— (a) subdivide its shares, or any of them, into shares of a smaller nominal amount than its existing shares; or (b) consolidate and divide all or any...

(1) Within one month after subdividing, consolidating or dividing its shares, a company shall lodge with the Registrar for registration a notice specifying the shares that are affected, and...

(1) A limited company that has a share capital may reduce its share capital byspecial resolution. (2) A special resolution under subsection (1) takes effect as provided by section411(3). (3) A...

(1) As soon as practicable a company has passed a resolution for reducing itsshare capital, it shall apply to the Court for an order confirming the reduction. (2) If the proposed reduction of capital...

(1) When this section applies, each creditor of the company who, at the date fixed by the Court, is entitled to a debt or claim that, if that date were the commencement of the liquidation of the...

(1) The Court may make an order confirming the reduction of capital on such terms and conditions as it considers appropriate. (2) The Court may not confirm the reduction unless it is satisfied, in...

(1) On production of an order of the Court confirming the reduction of a company’s share capital and the lodgement of a copy of the order and of a statement of capital approved by the Court, the...

(1) If a company’s share capital is reduced, a member of the company (past orpresent) is not liable in respect of any share to any call or contribution exceeding the amount of difference (if any)...

(1) This section applies to a creditor who, in the case of a reduction of capital confirmed by the Court, was entitled to object to the reduction of share capital but who, as a result of being...

An officer of a company who— (a) intentionally or recklessly— (i) conceals the name of a creditor entitled to object to the reduction of capital; or (ii) misrepresents the nature or amount of the...

A person is not precluded from seeking or obtaining damages or other compensation from a company only because the person— (a) is holding or has held shares in the company; (b) has a right to apply...

(1) If the net assets of a public company are half or less of its called-up Share capital, the directors shall convene a general meeting of the company to consider how to deal with the...

(1) If the Court makes an order confirming a reduction of a public company’scapital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, the...

(1) The Court may authorise a public company to be converted into a private company without its having passed the special resolution required by section 77. (2) If the Court does so, it shall specify...

(1) A resolution for reducing share capital of a private company limited byshares is supported by a solvency statement if— (a) the directors of the company make a statement of the solvency of the...

(1) A solvency statement is a statement that each of the directors— (a) has formed the opinion, as regards the company's situation at the date of the statement, that no ground exists on which the...

(1) Within fourteen days after the resolution for reducing share capital is passed the company shall lodge with the Registrar for registration a statement of capital that complies with subsection...

The regulations may make further provision for the implementation of this Part.

(1) In this Part— "distributable profits", in relation to the giving of any financial assistance— (a) means those profits out of which the company could lawfully make a distribution equal in value...

(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part. (2) Subsection (1) does not prevent a limited company from...

(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as nominee of the company; (b) are issued to a nominee of the company; or (c) are...

(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as a nominee of the company; (b) are issued to a nominee of the company; or (c) are...

(1) This section applies to a public company if— (a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure...

(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares. (2) The...

(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted. (2) Such a...

(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429. (2) If...

(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline...

(1) If a company that is required to do so by section 427— (a) fails to cancel specified shares; or (b) fails to make an application for the registration of the conversion of the company into a...

(1) This section applies to a private company that is registered as a public company— after shares in the company have been forfeited in accordance with the company's articles or have been...

(1) If— (a) a public company, or a nominee of a public company, acquires shares in the company; and (b) those shares are shown in a balance sheet of the company as an asset, the company shall...

(1) A lien or other charge of a public company on its own shares(whether taken expressly or otherwise) is void, except as permitted by this section.( 2) In the case of any description of company, a...

In determining for the purposes of this Part whether a company has a beneficial interest in shares, the interests referred to in sections 437, 438 and 439 are to be disregarded.

(1) When the shares are held in trust for the purposes of a pension scheme or an employees’ share scheme, any residual interest of the company that has not vested in possession is to be...

(1) If the relevant shares are held on trust for the purposes of a pension scheme, the following are to be disregarded— (a) a charge or lien on, or set-off against, any benefit or other right or...

(1) If the company is an executor, administrator or trustee, rights that thecompany has in that capacity are to be disregarded. (2) Those rights include— (a) a right of the company to recover its...