Section 131
of International Business Companies Order, 2000
Section 131
(1)
Subject to subsection (2), a member of an IBC limited by shares shall be entitled to payment of the fair value of his shares upon dissenting from –
(a)
a merger or consolidation in which the IBC is a constituent member;
(b)
such a sale, transfer, lease, exchange or other disposal as is referred to in section 113; or
(c)
a compromise approved under section 114.
(2)
In subsection (1) –
(a)
paragraph (a) does not apply in the case of a merger if the IBC is the surviving company and the member continues to hold the same or similar shares; and
(b)
paragraph (b) does not apply if the disposal is pursuant to an order of a court having jurisdiction in the matter nor if the disposal is for money on terms requiring all or substantially all net proceeds to be distributed to members in accordance with their respective interests within one year after the date of the disposal.
(3)
Subject to subsection (4), where a member wishes to exercise his entitlement under subsection (1), he must give to the company, before the meeting of members at which the action is submitted to the vote, written objection to the action, stating that he proposes to demand payment for his shares if the action is taken.
(4)
Subsection (3) does not apply to a member if –
(a)
the IBC did not give notice of the meeting to the member in accordance with this Order; or
(b)
the proposed action is authorised by written consent of the members without a meeting.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
109
BLUV as at 20th June 2017
(5)
Within the period of twenty-one days beginning on the relevant date, that is to say, the date on which the vote of members was taken authorising the action or, as the case may be, on which written consent of the members was obtained without a meeting, the IBC must give written notice of that authorisation or consent –
(a)
to each member who gave written notice of objection under subsection
(3)
; and
(b)
to each member to whom that subsection does not apply and who did not vote for the proposed action or, as the case may be, did not give written consent to it.
(6)
If a member to whom the IBC is required to give notice under subsection (5)
wishes to pursue his right to dissent, he must, in accordance with subsection (7), give written notice of his decision to pursue that right, stating –
(a)
his name and address;
(b)
the number and classes or series of shares in respect of which he dissents; and
(c)
a demand for payment of the fair value of his shares, and a member who dissents must do so in respect of all the shares he holds in the IBC.
(7)
A notice under subsection (6) must be served within the twenty days immediately following the end of the period specified in subsection (5), except that where the dissent is to a merger under section 126, the notice must be served within the twenty days immediately following the date on which the copy of the plan of merger or an outline thereof is given to him in accordance with that section.
Procedure following giving of notice of dissent or redemption.