Non-accepting shareholders, Business Law and Ethics

Non-accepting shareholders:

Acceptance on the required scale must be obtained within a maximum of four months from the date of the offer.  The position then is that:

(a) at the end of the four month period (not earlier than that even if 90 per cent acceptance is attained before the period expires) Company A may (but it need not do so if it does not wish-however see paragraph 25 below) serve notice on the non-accepting shareholders of its intention to acquire their shares on the same terms as have been accepted by the majority.  This notice may be given at any time within a two month period following the four month period;

(b) on receiving the notice from Company A each non-accepting shareholder of Company B has one month in which he may apply to the court to order that Company A shall not acquire his shares (see paragraphs 27-28 below);

(c) one month after serving notice on non-accepting shareholders (or if they apply to the court but fail then as the court has disposed of their application) Company A may require Company B as-

 

(i) to transfer the shares of its non-accepting shareholders to Company A, and

(ii) to receive the purchase consideration to hold in trust for the non-accepting shareholders.

By this means the outstanding shares are transferred without any further action on the part of the non-accepting shareholders.

Posted Date: 1/15/2013 4:21:14 AM | Location : United States







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