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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
SIX
THREE
ONE
FOUR
TWO
(11) Within five business days after the later of:
(a)
the day on which the action approved by the resolution is effective;
(b) the last day for the receipt of demands in terms of subsection (7)(a); or
(c)
the day the company received a demand as contemplated in subsection (7)(b), if applicable, the company must send to each
shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair
value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.
(12) Every offer made under subsection (11):
(a)
in respect of shares of the same class or series must be on the same terms; and
(b) lapses if it has not been accepted within 30 business days after it was made.
(13) If a shareholder accepts an offer made under subsection (12):
(a)
the shareholder must either in the case of:
(i)
shares evidenced by certificates, tender the relevant share certificates to the company or the company’s transfer agent; or
(ii)
uncertificated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or
the company’s transfer agent; and
(b) the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and:
(i)
tendered the share certificates; or
(ii)
directed the transfer to the company of uncertificated shares.
(14) A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the
shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if
the company has:
(a)
failed to make an offer under subsection (11); or
(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.
(15) On an application to the court under subsection (14):
(a)
all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as
parties and are bound by the decision of the court;
(b) the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their
right to participate in the court proceedings; and
(c)
the court:
(i)
may determine whether any other person is a dissenting shareholder who should be joined as a party;
(ii)
must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);
(iii) in its discretion may:
(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or
(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action
approved by the resolution is effective, until the date of payment;
(iv) may make an appropriate order of costs, having regard to any offer made by the company, and the final determination of the
fair value by the court; and
(v)
must make an order requiring:
(aa) the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13)(a); and
(bb) the company to pay the fair value in respect of their shares to each dissenting shareholder who complies with subsection
(13)(a), subject to any conditions the court considers necessary to ensure that the company fulfils its obligations under
this section.
(15A) At any time before the court has made an order contemplated in subsection (15)(c)(v), a dissenting shareholder may accept the offer
made by the company in terms of subsection (11), in which case:
(a)
that shareholder must comply with the requirements of subsection 13(a); and
(b) the company must comply with the requirements of subsection 13(b).
(16) The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted
the resolution that gave rise to a shareholder’s rights under this section.