Section 132
of International Business Companies Order, 2000
Section 132
(1)
Upon the giving of a notice under section 131(6) (in this section referred to as a
“dissent notice”), the person giving the notice (in this section referred to as “the claimant”)
shall cease to have any of the rights of a member of the IBC except the right to be paid the fair value of his shares.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
110
BLUV as at 20th June 2017
(2)
Where a dissent notice is given, then, within the seven days immediately following whichever is the later of –
(a)
the date on which expires the twenty days applicable under section 131(7); and
(b)
the date on which the proposed action is put into effect, the IBC or, in the case of a merger or consolidation, the surviving company or the consolidated company must make a written offer to the claimant to purchase his shares at a specified price that the company determines to be their fair value.
(3)
The following provisions of this section apply not only where a dissent notice is given but also where a member of an IBC receives a notice under section 129(3) (in this section referred to as a “redemption notice”) and, in relation to a redemption notice, the member receiving it is “the claimant”.
(4)
If, within the thirty days immediately following the date on which an offer is made under subsection (2) or, as the case may be, the redemption notice is given to the claimant under section 129(3), the company and the claimant agree upon the price to be paid for the shares, the company shall pay that amount in money to the claimant on the surrender of the certificates representing his shares.
(5)
If the company and the claimant fail to agree as mentioned in subsection (4), then, within the twenty days following the end of the thirty days specified in that subsection –
(a)
the company and the claimant shall each designate an appraiser;
(b)
the two designated appraisers shall together designate a third appraiser;
(c)
the three appraisers shall fix the fair value of the shares owned by the claimant as of the close of business on the day prior to the operative date, excluding any appreciation or depreciation directly or indirectly induced by the action concerned or the proposal to take it;
(d)
the value fixed under paragraph (c) shall be binding on the company and the claimant for all purposes and the company shall pay that amount in money to the claimant on the surrender of the certificates representing his shares,
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
111
BLUV as at 20th June 2017
and, for the purposes of paragraph (c), the operative date is the relevant date specified in section 131(5) or, as the case may require, the date on which the IBC received the instruction under section 129(1).
(6)
Shares acquired by a company pursuant to subsections (4) or (5) shall be cancelled but, if the shares are shares of a surviving company, they shall be available for reissue.
(7)
Where a member of an IBC enforces his rights by giving a dissent notice, he shall not be entitled to enforce any other right which he might have by virtue of his holding of shares, other than a right to institute proceedings on the ground that any action is illegal.