Part 6 — Management and Administration Division 1 Membership
169 Acquisition 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 4 months after the making of
the offer in that behalf by the transferee company been approved by
the holders of not less than 90% in value of the shares affected, the
transferee company may, at any time within 2 months after the
expiration of that 4 months, give notice in the prescribed manner to
any dissenting shareholder that it desires to acquire the
shareholder's shares.
(2) When that notice is given, the transferee company, 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, is 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.
(3) If a notice has been given by the transferee company under this
section, 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 and pay or transfer to the transferor company the amount
or other consideration representing the price payable by the
transferee company for the shares that by virtue of this section that
company is entitled to acquire, and the transferor company shall
RSA 2000
thereupon register the transferee company as the holder of those
shares.
(4) Any sums received by the transferor company under this
section shall be paid into a separate bank account, and those sums
and any other consideration so received shall be held by that
company on trust for the several persons entitled to the shares in
respect of which the sums or other consideration were respectively
received.
(5) 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 shares to the transferee
company in accordance with the scheme or contract.
RSA 1980 cC-20 s169