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Companies and Allied Matters Act 2020 · Part B · Chapter 27

Section 713Provisions applicable to dissenting shareholders

(1)
This section applies where, in pursuance of any such scheme or contract, shares in a company are transferred to another company or its nominee, and those shares together with any other shares in the first mentioned company held by, or by a nominee for the transferee company or its subsidiary at the date of the transfer comprise or include nine-tenth in value of the shares in the first mentioned company or of a class of those shares.
(2)
The transferee company 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 holder of the remaining shares or of the remaining shares of that class, as the case may be, who have not assented to the scheme or contract.
(3)
A holder may, within three months from the giving of the notice to him, require the transferee company to acquire the shares in question.
(4)
If a shareholder gives notice under subsection (3) with respect to any share, the transferee company is 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 may be agreed on as the Court hearing the application of either the transferee company or the shareholder deems fit.
Cite as: Companies and Allied Matters Act 2020, section 713

What this section means

From the guide: Schemes of arrangement, mergers and compromises with creditors under CAMA 2020

  • Where shares transferred under such a scheme make up nine-tenths in value, the transferee must within one month notify the holders of the remaining shares, who then have three months to require it to buy them on the scheme’s terms or other terms the court fixes (section 713).

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.