(a) making a loan, issuing a Debt Security or granting a credit facility or other similar form of financial assistance;
(b) giving a guarantee or security or indemnity in connection with a loan, Debt Security, credit facility or other similar form of financial assistance, whether the financial assistance is provided by the Company or another Person;
(c) any other form of financial assistance prescribed by the Rules,
unless:
(d) consent is given by Shareholders attending (in person or by proxy) a General Meeting who together hold not less than 90% of the Shares that are voted at the meeting; and
(e) all of the Directors of the Company certify that providing the financial assistance would not materially prejudice either of the following:
(і) the interests of the Company and its Shareholders; or
(ii) the Company’s ability to discharge its Liabilities as they fall due.
(2) Any financial assistance provided under subsection (1) must be:
(a) documented in Writing; and
(b) before it is provided, recorded in the minutes of a meeting of the Directors of the Company, under signature of all of the Directors, as being provided in accordance with the requirements of that subsection.
(3) Financial assistance may not be provided to a Connected Person for a Director of a Company except in accordance with this section.
(4) Subsection (1) does not apply to the provision of financial assistance by a Company if:
(a) the financial assistance consists of remuneration paid in the ordinary course to a Director for services as a Director; or
(b) the financial assistance is for liability indemnity insurance related to the discharge of a Director’s duties to the Company; or
(c) the Company’s ordinary business includes providing finance and the financial assistance is provided in the ordinary course of that business and on ordinary commercial terms; or
(d) the financial is of a kind prescribed by the Rules as exempt from this section.
(5) Sections 81 (Duty to avoid conflicts of interest) and 82 (Duty not to accept benefits from third parties) do not apply to any financial assistance provided in accordance with this section.
88. Validity of acts of Director
The acts of a Director are valid despite any defect that may afterwards be found in the Director’s appointment or qualification.
(1) A Public Company must have at least 1 Secretary.
(2) The Directors of a Public Company must take all reasonable steps to ensure that the Secretary (or each joint Secretary) of the Company is a Person who appears to them to have the necessary knowledge and experience to discharge the Functions of Secretary of the Company and who:
(a) has held the office of Secretary of a public Body Corporate for at least 3 of the immediately preceding 5 years; or
(b) is a Person who, because of holding or having held any other position or by being a Shareholder of any other body, appears to the Directors to be capable of discharging the Functions of Secretary of the Company.
(3) A Private Company may have a Secretary.
(4) If a Private Company does not have a Secretary:
(a) anything authorised or required to be given or sent to, or served on, the Company by being given or sent to, or served on, its Secretary may be given or sent to, or served on, the Company itself and anything addressed to the Secretary is taken to be addressed to the Company; and
(b) anything else required or authorised to be done by the Secretary may be done by a Director or a Person authorised generally or specifically in that behalf by the Directors.
90. Register of Directors and Secretaries
(1) Every Company must keep, at its registered office, a Register of its Directors and, if applicable, a Register of its Secretaries. The Company must ensure that a register contains the particulars required by the Rules. An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Register of Directors and Secretaries, to be kept by the Registrar.
(2) If a Company keeps a register at its registered office, the Company must ensure that the register is open to inspection, during business hours and without charge, by the Registrar or any Shareholder or Director of the Company.
(3) The Company may, by its Articles of Association or a decision in General Meeting, impose reasonable restrictions on the availability of a register for inspection under subsection (2), but must nevertheless ensure that the register is open to inspection for at least 2 hours on each day that its registered office is open.
(4) If a Company Fails to make a register available for inspection under subsection (2) by the Registrar or a Shareholder or Director of the Company, the Registrar may, by Written notice given to the Company, direct the Company to immediately make the register available for inspection by that Person. The Company must comply with the direction.
(5) Contravention of subsections (1) to (4) is punishable by a fine.
(6) A Private Company may make an election to keep information in the Register kept by the Registrar.
(7) An election may be made under this section by:
(a) the applicant wishing to incorporate a Private Company under these Regulations; or
(b) the Private Company itself once it is incorporated.
(8) In paragraph (b) of subsection (7), the election is of no effect, without prior agreement of all the Shareholders of the Private Company at the particular time to the making of the election.
(9) An election under this section is made by giving notice of election to the Registrar.
(10) If the notice is given by Person(s) wishing to incorporate a Private Company:
(a) it must be given together with the application for the incorporation under section 13; and
(b) it must be accompanied by a statement containing all the information prescribed by the Rules.
(11) If the notice is given by the Private Company, it must be accompanied by:
(a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
(b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's Register of Directors and Secretaries as at the date of the notice in respect of matters that are current as at that date.
(12) An election made under subsection (6) takes effect when the notice of election is registered by the Registrar.
(13) The election remains in force until either:
(a) the Private Company ceases to be a Private Company; or
(b) a notice of withdrawal sent by the Private Company under subsection (17) is registered by the Registrar, whichever occurs first.
(14) While an election under subsection (6) is in force, a Private Company must continue to keep a Register of Directors and Secretaries in accordance with the Rules, containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.
(15) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.
(16) During the period when an election under subsection (6) is in force, a Private Company must deliver to the Registrar any information in accordance with the Rules, which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Register of Directors and Secretaries and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.
(17) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (6), where:
(a) the withdrawal takes effect when the notice is registered by the Registrar;
(b) the effect of withdrawal is that the Private Company's obligation under subsection (1) to keep a Register of Directors and Secretaries applies from then on with respect to the period going forward;
(c) the Private Company must place a note in its Register of Directors or Secretaries—
(і) stating that the election under subsection (6) has been withdrawn;
(ii) recording when that withdrawal took effect; and
(iii) indicating that information about its Directors or Secretaries relating to the period when the election was in force that is no longer current is available for public inspection on the Register kept by the Registrar.
(18) All notices and information to be delivered to the Registrar under this section must be made in Writing.
(19) Contravention of subsections (6) to (18) is punishable by a fine.
91. Assumptions in relation to Directors and Secretary
(1) A Person dealing with a Company is entitled to assume that anyone who appears, from the information that is available to the public in the Register, or a register kept by the Company under these Regulations, to be a Director or Secretary of the Company:
(a) has been duly appointed; and
(b) has authority to Exercise the Functions customarily Exercised by a Director or Secretary of a similar Company.
(2) A Company is not entitled to assert in proceedings in relation to dealings of the Company that any assumption under subsection (1) is incorrect.
(3) However, a Person is not entitled to make an assumption under subsection (1) if at the time of the dealing with the Company the Person knew or could have reasonably suspected that the assumption was incorrect.
(1) Without limiting any other powers available to the Registrar, if the Registrar considers that it is in the public interest that an individual should not, without the leave of the Court, be a Director of, or in any way (whether directly or indirectly) be concerned or take part in the management of, a Company, the Registrar may apply to the Court for an order to that effect against the Person.
(2) The Court may make the order applied for if satisfied that the Person’s conduct (including, for example, any Breach by the person of any 1 or more of the duties under sections 77 to 83 and section 85) makes the person unfit to be concerned or take part in the management of a Company.
An order under subsection (2) may be made:
(a) in the case of a first offence, for the period, not longer than 15 years; or
(b) in the case of a repeated offence, for an unlimited period, as the Court considers appropriate.
(3) A Person must not Contravene an order under subsection (2).
(4) Contravention of subsection (4) is punishable by a fine.
93. Participation in meetings
(1) Subject to the Articles of Association, a Shareholder may participate in a meeting by phone or by other similar means of communication if each Shareholder present at the meeting can hear what is said by any other Shareholder present at the meeting, and each Shareholder so participating at the meeting is taken to be present at the meeting.
(2) Subject to the Articles of Association, a Director may participate in a meeting by phone or other similar means of communication if each Director present at the meeting can hear what is said by any other Director present at the meeting, and each Director so participating at the meeting is taken to be present at the meeting.
(1) A Private Company is not required to hold an Annual General Meeting unless expressly required to do so under its Articles of Association.
(2) Every Public Company must hold a General Meeting as its Annual General Meeting within 6 months of the end of each financial year (in addition to any other meetings held during that period). The Company must ensure that not more than 18 months elapses between the date of an Annual General Meeting and the date of the next.
(3) Contravention of subsection (2) is punishable by a fine.
(4) A notice calling an Annual General Meeting of a Public Company must state that the meeting is an Annual General Meeting.
(1) On a Shareholders’ request, the Directors or, if appointed, the Secretary, of a Company must, despite anything in the Articles of Association, promptly call a General Meeting or a meeting of holders of any class of Shares. The meeting must be held as soon as practicable, but not later than 2 months after the day the request is made (the request day).
(2) For this section, a Shareholders’ request is a request of Shareholders of the Company holding, on the request day, not less than 5% of the share capital of the Shares that on that day have the right to vote at the meeting requested.
(3) The Shareholders’ request must state the purpose of the meeting, be made by or on behalf of each Shareholder making the request and be deposited at the registered office of the Company. The request may consist of several Documents in similar form each signed by or on behalf of 1 or more of the Shareholders making the request.
(4) If, within 21 days after the request day, the Directors or Secretary of the Company do not call the requested meeting to be held within 2 months after the request day, made the Shareholders making the request, or any of them representing more than 1/2 of the total voting rights of all of them, may themselves call a meeting. The meeting so called must be held within 3 months after the request day.
(5) A meeting called under this section must be called in the same way, as nearly as possible, as the in which meetings are to be called by Directors or Secretary.
96. Registrar’s power to call meeting in default
(1) If a meeting of a Company is not held as required by section 94 (Annual General Meetings) or 95 (Meeting requests), the Registrar may, on the application of any Director or Shareholder of the Company, call, or direct the Company to call, the meeting.
(2) If a Company is given a direction under subsection (1), the Company must not, without reasonable excuse, fail to comply with the direction. Contravention of this subsection is punishable by a fine.
(1) Any General Meeting of a Private Company must be called by at least 7 days Written notice. Any General meeting of a Public Company (other than an Annual General Meeting of a Public Company or an adjourned such meeting) must be called by at least 14 days Written notice. An Annual General Meeting of a Public Company must be called by at least 21 days Written notice.
(2) If a General Meeting is called by shorter notice than that specified in subsection (1), it is taken to have been duly called if the required majority of the Shareholders agree that the meeting should be taken to have been duly called.
(3) For subsection (2), the required majority is:
(a) for a Private Company—a majority together holding not less than 90% of the share capital represented by the Shares giving a right to attend and vote at the General Meeting; and
(b) for a General Meeting other than an Annual General Meeting of a Public Company—a majority together holding not less than 95% of the share capital represented by the Shares giving a right to attend and vote at the General Meeting; and
(c) for an Annual General Meeting of a Public Company—all Shareholders of the Company.
(4) A notice of a General Meeting of a Company must:
(a) set out the time, date and place for the General Meeting; and
(b) state the general nature of the General Meeting’s business; and
(c) set out the intention to propose any Ordinary Resolution or Special Resolution and, if so, set out the terms of the Resolution; and
(d) for a Public Company—include a copy of any accounts and auditor’s report that are to be laid before the General Meeting.
98. General provisions about meetings and votes
The following provisions apply to any General Meeting of a Company or of the holders of any class of Shares in a Company unless the Articles of Association provide otherwise:
(a) a notice of every meeting must be given to every Shareholder entitled to receive it:
(і) by delivering or posting it to the Shareholder’s registered address; or
(ii) in the electronic form (if any) agreed to by the Shareholder; or
(iii) by making it available on the website (is any) agreed to by the Shareholder; or
(iv) in the other way or form (if any) agreed to by the Shareholder;
(b) except for a Company with a single Shareholder, at any General Meeting of the Company, 2 Shareholders personally present or represented by proxy are a quorum;
(c) at any meeting dealing with a variation of any class rights other than an adjourned meeting, the quorum is the number of Shareholders holding or representing by proxy at least 1/3 in nominal value of the issued Shares of the class, and at an adjourned meeting,1 Shareholder holding Shares of the class or the Shareholder’s proxy is a quorum;
(d) any Shareholder elected by the Shareholders present at the meeting may chair the meeting;
(e) on a show of hands, every Shareholder present in person at the meeting has 1 vote and, on a poll, every Shareholder has 1 vote for every Share held by the Shareholder;
(f) if practicable, voting can be arranged in any other form, determined in the Articles of Association.
99. Representation of Body Corporate at meetings
(1) A Body Corporate may, by resolution of its Directors or other governing body, authorise any Person to act as its representative at any meeting of a Company, the holders of any class of Shares of a Company or the Creditors of a Company.
(2) A Person authorised under subsection (1) to attend a meeting for a Body Corporate is entitled to exercise the same powers for the Body Corporate as the Body Corporate could exercise if it were an individual Shareholder or Creditor of the Company.
100. Resolutions in writing of Private Companies
(1) Subject to any restrictions in a Private Company’s Articles of Association, anything that may be done by a Resolution of the Company passed at a Shareholders’ meeting (other than a Resolution to remove a Director or a Person who is registered as an auditor under these Regulations) may be done either by a resolution in writing in accordance with this section.
(2) A resolution in writing is passed as an Ordinary Resolution if it is passed by Shareholders representing a simple majority of the total voting rights of Shareholders who, at the relevant time, would be entitled to vote.
(3) A resolution in writing is passed as a Special Resolution only if:
(a) it stated that it was proposed as a Special Resolution; and
(b) it is passed by Shareholders representing not less than 75% of the total voting rights of Shareholders who, at the relevant time, would be entitled to vote.
(4) An Ordinary Resolution or Special Resolution in writing may consist of several instruments in the same form each signed by or on behalf of 1 or more Shareholders.
(5) An Ordinary Resolution or Special Resolution under this section is taken to be passed on the day the instrument, or the last of several instruments, is last signed or, if the resolution specifies a later date, on that date.
(6) Any Document attached to an Ordinary Resolution or Special Resolution in writing under this section is taken to have been laid before a meeting of the Shareholders signing the Ordinary Resolution or Special Resolution.
(7) Section 104 (Minutes and examination of minute books) applies to an Ordinary Resolution or Special Resolution in writing under this section as if it had been passed at a meeting.
(8) This section does not affect or limit any provisions in the Articles of Association relating to the effectiveness of the consent of Shareholders, or any class of Shareholders, of a Private Company given to any Document, or anything else, otherwise than at a meeting of them.
101. Recording of decisions by sole Shareholder
(1) If:
(a) a Company has only 1 Shareholder; and
(b) the Shareholder takes a decision that may be taken by the Company in a General Meeting and has effect as if agreed by the Company in a General Meeting; and
(c) the decision is not taken by way of Ordinary Resolution in writing;
the Shareholder must provide the Company with a Written record of the decision.
(2) Failure to comply with subsection (1) does not affect the validity of the decision.
(1) A Shareholder of a Company entitled to attend and vote at a General Meeting or at a meeting of the holders of any class of Shares is entitled to appoint, by Written notice to the Company, another Person (whether a Shareholder or not) as the Shareholder’s proxy to attend and vote instead of the Shareholder.
(2) A proxy appointed to attend and vote for a Shareholder has the same rights as the Shareholder, including, for example:
(a) to speak at the meeting; and
(b) to vote (but only to the extent allowed by the appointment or the Articles of Association); and
(c) to join in a demand for a poll.
(3) A notice calling a meeting of a Company must contain a reasonably prominent statement that a Shareholder entitled to attend and vote is entitled to appoint a proxy (or, if permitted, 1 or more proxies) to attend and vote instead of the Shareholder, and that a proxy need not also be a Shareholder.
(1) A provision in the Articles of Association is void in so far as it would have the effect either of:
(a) excluding the right to demand a poll at a General Meeting, or at a meeting of the holders of any class of Shares, on a question, other than the election of the chair of the meeting or the adjournment of the meeting; or
(b) making ineffective a demand for a poll on any such question that is made either:
(і) by not less than 5 Shareholders having the right to vote on the question; or
(ii) by a Shareholder or Shareholders representing not less than 10% of the total number of Shares having the right to a vote on the question.
(2) The instrument appointing a proxy to vote at such a meeting is taken also to provide authority to demand or join in demanding a poll and, for subsection (1), a demand by a Person as proxy for a Shareholder is the same as a demand by the Shareholder.
(3) On a poll taken at such a meeting, a Shareholder entitled to more than 1 vote need not, if that Shareholder votes (in person or by proxy), use all the Shareholder’s votes in the same way.
104. Minutes and examination of minute books
(1) Every Company must ensure that minutes of all proceedings at General Meetings, meetings of the holders of any class of Shares, and meetings of its Directors and of committees of Directors, are entered in books kept for that purpose. The Company must ensure that the names of the Directors present at each of those meetings are recorded in the minutes.
(2) If the minutes purport to be signed by the chair of the meeting at which the proceedings took place or by the chair of the next meeting, the minutes are evidence of the proceedings.
(3) If minutes of a meeting have been made in accordance with this section, then, unless the contrary is proved, the meeting is taken to have been duly called and held, and all proceedings that took place at the meeting are taken to have duly taken place.
(4) A Company must ensure that the books containing the minutes of the General Meetings of the Company, or of meetings of the holders of a class of Shares of the Company, are kept at the Company’s registered office, and are open to inspection during business hours by a Shareholder without charge. The books can be stored using a system of mechanical or electronic data processing or any other medium that is capable of reproducing any required information in intelligible written form within a reasonable time.
(5) A Shareholder of a Company may, by giving the Company a Written request and paying the reasonable amount (if any) required by the Company, ask the Company for a copy of any minutes mentioned in subsection (4) (other than minutes of a meeting of the holders of a class of Shares if the Shareholder is not a holder of that class of Shares). The Company must, within 7 days after the day it receives the request and payment of any required amount, give the copy of the minutes to the Shareholder.
(6) If a Company Contravenes subsection (4) or (5) in relation to a Shareholder of the Company, the Registrar may, by Written notice given to the Company, direct the Company to immediately comply with the subsection in relation to the Shareholder. If a Company is given a direction under this subsection, the Company must comply with the direction.
CHAPTER 11-PROTECTION OF MINORITIES IN TAKEOVERS
105. Takeover Offers
(1) In this Chapter:
Takeover Offer, in relation to a Company, means an offer to acquire all the Shares, or all the Shares of any class or classes, in the Company (other than Shares that at the date of the offer are already held by The Offeror), if the offer is on terms that are the same in relation to all the Shares to which the offer relates or, if those Shares include Shares of different classes, in relation to all the Shares of each relevant class.
(2) In subsection (1):
Shares means Shares that:
(a) have been allotted on the date of the offer; or
(b) are subsequently allotted before a date specified in or determined in accordance with the terms of the offer; or
(c) any rights convertible into Shares before a date specified or determined in accordance with the term of the offer.
(3) The terms offered in relation to any Shares are, for this section, to be treated as being the same in relation to all the Shares, or all the Shares of a class to which the offer relates, despite any variation permitted by subsection (4).
(4) A variation is permitted if:
(a) the law of a country or territory outside the AIFC precludes the acceptance of an offer in that jurisdiction in the form or the forms specified, or precludes it except after compliance by The Offeror with conditions with which it is unable to comply or that it regards as unduly onerous; and
(b) the variation is such that the Persons by whom the acceptance of an offer in that form is precluded are able to accept an offer in a different form but of substantially equivalent value.
(5) The reference in subsection (1) to Shares already held by The Offeror includes a reference to Shares that The Offeror has an unconditional right to acquire under an unconditional option to acquire.
(6) If the terms of an offer make provision for their revision and for an acceptance on the previous terms to be treated as an acceptance on the revised terms, the revision must not be regarded for this Chapter as the making of a fresh offer and a reference in this Chapter to the date of the offer is made is accordingly to be taken to be a reference to the date the original offer was made.
(7) In this Chapter:
The Company means the Company whose Shares are the subject of the Takeover Offer.
The Offeror means, subject to section 111 (Joint offers), the Person making the Takeover Offer.
106. Right of The Offeror to buy out minority Shareholders
(1) If, for a Takeover Offer that does not relate to Shares of different classes, The Offeror has, because of acceptances of the offer, acquired or contracted to acquire not less than9/10 in value of the Shares to which the offer relates, The Offeror may, within 120 days after the day the Takeover Offer closes, give notice to the holder of any Shares to which the offer relates that The Offeror has not acquired, or contracted to acquire, that The Offeror desires to acquire those Shares.
(2) If, for a Takeover Offer relates to Shares of different classes, The Offeror has, because of acceptances of the offer, acquired or contracted to acquire not less than 9/10 in value of the Shares of any class to which the offer relates, The Offeror may, within 120 days after the day the Takeover Offer closes, give notice to the holder of any Shares of that class that The Offeror has not acquired, or contracted to acquire, that The Offeror desires to acquire those Shares.
(3) The Offeror must not give a notice under subsection (1) or (2) unless The Offeror has acquired, or contracted to acquire, the Shares necessary to satisfy the minimum specified in the subsection within 4 months after the date of the offer, and must not give the notice more than 2 months after the day The Offeror acquires, or contracts to acquire, the shares necessary to satisfy that minimum.
(4) When The Offeror gives the first notice in relation to an offer, The Offeror must send a copy of it to The Company together with a signed declaration by The Offeror stating that the conditions for giving the notice are satisfied. The Offeror must not make the declaration unless The Offeror has reasonable grounds for believing it to be true.
(5) If The Offeror is a Body Corporate, the declaration must be signed by a Director of the Body Corporate for The Offeror. The Director must not make the declaration unless the Director has reasonable grounds for believing it to be true.
(6) Contravention subsection (4) or (5) is punishable by a fine.
(7) In a proceeding against a Person for a Failure to send a copy of a notice as required by subsection (4), it is a defence for the Person to prove that the Person took reasonable steps to ensure that the subsection was complied with.
(8) Subsection (9) applies if, during the period within which a Takeover Offer can be accepted, The Offeror acquires, or contracts to acquire, any of the Shares to which the offer relates otherwise than because of acceptances of the offer.
(9) If this subsection applies and either:
(a) the value (the acquisition value) for which the Shares are acquired, or contracted to be acquired, does not, at that time, exceed the value that is receivable by an acceptor under the terms of the offer; or
(b) those terms are subsequently revised so that, when the revision is announced, the acquisition value, at the time mentioned in paragraph (a) no longer exceeds the value that w is receivable by an acceptor under those terms;
The Offeror must be treated for this section as having acquired or contracted to acquire those Shares because of acceptances of the offer; but in any other case those Shares must be treated as excluded from those to which the offer relates.
107. Effect of notice under section 106
(1) Subject to section 110 (Applications to Court), the following provisions have effect if a notice is given in respect of any Shares under section 106 (Right of The Offeror to buy out minority Shareholders).
(2) The Offeror is entitled and bound to acquire the Shares on the terms of the offer.
(3) If the terms of the offer give the holder of any Shares a choice of payment for the Shares, the notice must give particulars of the choice and state:
(a) that the holder of the Shares may, within 6 weeks after the date of the notice, indicate the holder’s choice by a Written communication sent to The Offeror at an address specified in the notice; and
(b) which payment specified in the offer is to be taken as applying if holder indicate the holder’s choice;
and the terms of the offer mentioned in subsection (2) have effect accordingly.
(4) Subsection (3) applies whether or not any time limit or other conditions applying to the choice under the terms of the offer can still be met. If the payment chosen by the holder of the Shares:
(a) is not cash and The Offeror is no longer able to make that payment; or
(b) was to have been made by a third party who is no longer bound or able to make the payment;
the payment must be taken to consist of an amount of cash payable by The Offeror that, at the date of the notice, is equivalent to the chosen payment.
(5) At the end of 6 weeks after the date of the notice, The Offeror must immediately:
(a) send a copy of the notice to The Company; and
(b) make payment to The Company on behalf of the holders of the Shares to which the notice relates.
(6) The copy of the notice sent to The Company under subsection (5)(a) must be accompanied by an instrument of transfer executed on behalf of the Shareholder by a Person appointed by The Offeror. On receipt of that instrument, The Company must register The Offeror as the holder of those Shares.
(7) If the payment referred to in subsection (5)(b) is to be made in Securities to be issued by The Offeror, the reference in that section to making payment is a reference to the issue of the Securities to The Company on behalf of the holders of the Shares to which the notice relates.
(8) Any amount or other payment received by The Company under subsection (5)(b) is not the property of The Company but must be held by The Company on behalf of the Person entitled to the Shares in respect of which the amount or other payment was received.
(9) Any amount received, including any dividend or other amount accruing from any other payment, by The Company under subsection (5)(b) must be paid into a separate bank account, the balance of which bears interest at an appropriate rate and can be withdrawn by the notice (if any) that is appropriate.
108. Right of minority Shareholder to be bought out by The Offeror
(1) If, for a Takeover Offer does not relate to Shares of different classes, at any time before the end of the period within which the offer can be accepted:
(a) The Offeror has, because of acceptances of the offer, acquired or contracted to acquire some (but not all) of the Shares to which the offer relates; and
(b) those Shares, with or without any other Shares in the Company that The Offeror has acquired, or contracted to acquire, amount to not less than 9/10 in value of all the Shares in the Company;
the holder of any Shares to which the offer relates who has not accepted the offer may, by a Written communication addressed to The Offeror, require The Offeror to acquire the Shares.
(2) If, subsection (1) does not apply to a Takeover Offer and, at any time before the end of the period within which the offer can be accepted:
(a) The Offeror has, because of acceptances of the offer, acquired or contracted to acquire some (but not all) of the Shares of any class to which the offer relates; and
(b) those Shares, with or without any other Shares of that class that The Offeror has acquired, or contracted to acquire, amount to not less than 9/10 in value of all the Shares of that class;
the holder of any Shares of that class who has not accepted the offer may, by a Written communication addressed to The Offeror, require The Offeror to acquire the Shares.
(3) No later than 1 month after the end of the period within which the offer can be accepted The Offeror must give any Shareholder or holder of Shares of that class who has not accepted the offer a notice setting out:
(a) the rights that are exercisable by the Shareholder or holder of Shares of that class under subsection (1) or (2); and
(b) the period within which the rights are exercisable;
and, if the notice is given before the end of the period within which the offer can be accepted, the notice must state that the offer is still open for acceptance.
(4) The notice under subsection (3) may specify a period (not less than 3 months after the end of the period within which the offer can be accepted) for the exercise of the rights given by this section. If the notices specify such a period, the rights may not be exercised after the end of that period.