Clause 138

by deleting the words “another company or corporation (referred to in this section as the transferee company)” in subsection (1) and substituting the words “a person (referred to in this section as the transferee)”;

by deleting the words “transferee company” wherever they appear in subsections (1), (2), (4) and (8) to (11) and substituting in each case the word “transferee”;

by deleting the words “excluding any shares in the company” in subsection (1) and substituting the words “excluding any shares in the transferor company”;

by inserting, immediately after subsection (1), the following subsections:“(1A) Where alternative terms were offered to the shareholders, a dissenting shareholder is entitled to elect not later than the end of one month after the date on which the notice is given under subsection (1), or 14 days after a statement is supplied under subsection (2), whichever is the later, which of those terms the dissenting shareholder prefers.(1B) In offering alternative terms to the shareholders, the transferee shall state which of those terms is to apply to the acquisition of the shares of a dissenting shareholder where the dissenting shareholder fails to make the election within the time allowed under subsection (1A).(1C) In determining whether the scheme or contract has been approved by the holders of the requisite number of shares, or shares of any particular class, under subsection (1), the following shares shall be disregarded:

shares that are issued after the date of the offer; and

relevant treasury shares that cease to be held as treasury shares after the date of the offer.(1D) In subsection (1C)(b), “relevant treasury shares” means —

shares that are held by the transferor company as treasury shares on the date of the offer; or

shares that become shares held by the transferor company as treasury shares after the date of the offer but before a date specified in or determined in accordance with the terms of the offer.”;

by deleting the words “require the company by a demand in writing served on that company” in subsection (2) and substituting the words “require the transferor company by a demand in writing served on the transferor company”;

by deleting subsection (3) and substituting the following subsections:“(3) Where, in pursuance of any such scheme or contract, shares in a transferor company are transferred to a transferee or its nominee and those shares together with any other shares in the transferor company held by the transferee at the date of the transfer comprise or include 90% of the total number of the shares in the transferor company or of any class of those shares, then —

the transferee 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 who have not assented to the scheme or contract; and (b)any such holder may within 3 months from the giving of the notice to him require the transferee to acquire the shares in question, and where a shareholder gives notice under paragraph (b) with respect to any shares, the transferee shall be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders were transferred to it, or on such other terms as are agreed or as the Court on the application of either the transferee or the shareholder thinks fit to order.(3A) In subsection (3), for the purpose of calculating whether 90% of the total number of shares are held by the transferee, shares held by the transferor company as treasury shares are to be treated as having been acquired by the transferee.”;

by deleting the words “that company is entitled to acquire” in subsection (4) and substituting the words “the transferee is entitled to acquire”;

by deleting the words “that company” in subsection (5) and substituting the words “the transferor company”;

by deleting subsections (6) and (7) and substituting the following subsections:“(6) Where any money or other consideration is held in trust by a company for any person under this section, the company holding the money or other consideration may, after the expiration of 2 years and shall before the expiration of 10 years from the date on which the money or other consideration was received by the person, transfer the money or other consideration to the Official Receiver.(7) The Official Receiver shall —

deal with any moneys received under subsection (6) as if the moneys were paid to him under section 322; and

sell or dispose of any other consideration received under subsection (6) in such manner as he thinks fit and shall deal with the proceeds of such sale or disposal as if it were moneys paid to him under section 322.”;

by inserting, immediately after the words “In this section,” in subsection (8), the word “a”; and

by inserting, immediately after subsection (8), the following subsections:“(8A) In this section and sections 215AA and 215AB —

“shares” shall include units of shares; (b)“shareholders” includes holders of units of shares but does not include a person who holds units of shares only beneficially;

“register of members” includes any records kept by or with respect to the transferor company of the names and addresses of holders of units of shares. (8B) Nothing in the definition of “shares” in subsection (8A) shall be read as requiring any securities to be treated —

as shares of the same class as those into which they are convertible or for which the holder is entitled to subscribe; or

as shares of the same class as other securities by reason only that the shares into which they are convertible or for which the holder is entitled to subscribe are of the same class.”.