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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 200

Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.

200.(1) Subject to sub-section (2), where a scheme or contract involving the
transfer of shares or any class of shares in a company (in this section
referred to as "the transferor company") to another company, whether a company
within the meaning of this Act or not (in this section referred to as "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 whose transfer is involved (other than
shares already held at the date of the offer by, or by a nominee for,
the transferee company or its subsidiary), the transferee company may, at any
time within two 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 when such a 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 notice 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 contract, the shares of the approving shareholders
are to be transferred to the transferee company.

(2) Where shares in the transferor company of the same class or classes as the
shares whose transfer is involved are already held as aforesaid to a value
greater than one-tenth of the aggregate of their value and that of the shares
(other than those already held as aforesaid) whose transfer is involved,
sub-section (1) shall not apply unless

(a)the transferee company offers the same terms to all holders of the shares
(other than those already held as aforesaid) whose transfer is involved, or,
where those shares include shares of different classes, of each class of them;
and

(b)the holders who approve the scheme or contract, besides holding not less
than nine-tenths in value of the shares (other than those already held as
aforesaid) whose transfer is involved, are not less than three-fourths in
number of the holders of those shares.

(3) Where, in pursuance of any such scheme or contract as aforesaid, shares in
a company are transferred to another company or its nominee, and those shares
together with any other shares in the first-mentioned company held by, or by a
nominee for, the transferee company or its subsidiary at the date of the
transfer comprise or include nine-tenths in value of the shares in the
first-mentioned company or of any class of those shares, then

(a)the transferee company shall within one month from the date of the transfer
(unless on a previous transfer in pursuance of the scheme or contract it has
already complied with this requirement) give notice of that fact in the
prescribed manner to the holders of the remaining shares or of the remaining
shares of that class, as the case may be, who have not assented to the scheme
or contract; and

(b)any such holder may within three months from the giving of the notice to
him [himself give notice in the prescribed form requiring]
the transferee company to acquire the shares in question;

(4) Subject to sub-section (5), where a notice has been given by
the transferee company under sub-section (1) and the court has not, on an
application made by the dissenting shareholder, ordered to the contrary,
the transferee company shall, on the expiration of one month from the date on
which the notice has been given, or, if an application to the court by the
dissenting shareholder is then pending, after that application has been
disposed of, 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, 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 transferee company as the holder of those shares.

(5) An instrument of transfer shall not be required by virtue of sub-section
(4) for any share for which a share warrant is for the time being outstanding.

(6) 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
consideration so received shall be held y that company on trust for the
several persons entitled to the shares in respect of which the said sums or
other consideration were respectively received.

(7) 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.

(8) In relation to an offer made by the transferee company to shareholders of
the transferor company before the commencement of this Act, this section shall
have effect

(a)with the omission, in sub-section (1), of the words "Subject to sub-section
(2)," and with the substitution therein for the words "the shares whose
transfer is involved (other than shares already held at the date of the offer
by, or by a nominee for, the transferee company or its subsidiary)", of the
words "the shares affected"; and

(b)with the omission of sub-sections (2) and (3); and

(c)with the omission, in sub-section (4), of the words "Subject to sub-section
(5)," and "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"; and

(d)with the omission of sub-section (5).

Remedy in cases of oppression.

© 1960 Crown Copyright

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