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Companies and Allied Matters Act 2020 · Part B · Chapter 8

Section 142 Pre-emptive rights of existing shareholders

(1)
A company shall not in any event allot newly issued shares unless they are offered in the first instance to all existing shareholders of the class being issued in proportion as nearly as may be to their existing holdings.
(2)
The offer to existing shareholders shall be by notice specifying—
(a)
the number of shares to which the shareholder is entitled to subscribe ;
(b)
the price ; and
(c)
a reasonable time period after the expiration of which the offer, if not accepted, will be deemed to be declined.
(3)
On the receipt of notice from the shareholder that he declines to accept the shares offered or after the expiration of the specified time, the board of directors may, subject to the terms of any resolution of the company, dispose of the shares at a price not less than that specified in the offer, in such manner as they think most beneficial to the company.
Cite as: Companies and Allied Matters Act 2020, section 142

Amended since the gazette

The Business Facilitation Act 2023 changed this section. The text above is the 2020 gazette text. See what changed.

What this section means

From the guide: Issuing and allotting shares under CAMA 2020: pre-emption, premium and discount

  • A company can issue shares at the times and for the consideration it decides (section 141), but in a private company new shares must first be offered to existing shareholders of that class in proportion to their holdings, who then have 21 days to accept (section 142, as amended in 2023).
  • Pre-emption rights under section 142 now apply to private companies only, with an offer treated as declined after 21 days.
  • The offer notice states the number, the price and the acceptance period, and an offer not accepted within 21 days is treated as declined, after which the board can dispose of the shares at no less than the offer price (section 142).

Read the whole subject

Source: Companies and Allied Matters Act 2020 (Act No. 3 of 2020), Official Gazette No. 124, Lagos, 10 August 2020. General information, not legal advice.