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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 12
Acquisitions to which section 11 does not apply
12. Section 11 does not apply to or in relation to-
(a) an acquisition of shares by will or by operation of law;
(b) an acquisition of shares by virtue of an allotment or purchase
pursuant to a prospectus-
(i) that contained an invitation to the public to subscribe for or
purchase the shares or an offer to the public to accept
subscriptions for or to sell the shares; and
(ii) a copy of which has been registered under Division 1 of Part IV
of the Companies Ordinance 1962;
(c) an acquisition of shares in a company by virtue of an allotment made
in accordance with a proposal particulars of which were set out in a
prospectus where-
(i) the prospectus was the first prospectus issued by the company;
(ii) the person who acquired the shares was a promoter in respect of
the prospectus; and
(iii) a copy of the prospectus has been registered under Division 1
of Part IV of the Companies Ordinance 1962;
(d) an acquisition of shares by virtue of an allotment or purchase of
shares pursuant to-
(i) an underwriting agreement particulars of which were set out in
a prospectus a copy of which has been registered under Division
1 of Part IV of the Companies Ordinance 1962; or
(ii) a sub-underwriting agreement that is related to such an
underwriting agreement, where the prospectus contained an
invitation to the public to subscribe for or purchase the
shares or an offer to the public to accept subscriptions for or
to sell the shares;
(e) an acquisition of shares by virtue of an allotment made by a company
that has not commenced any business and has not exercised any
borrowing power;
(f) an acquisition of shares pursuant to section 270 of the Companies
Ordinance 1962;
(g) an acquisition of shares in a company by virtue of an allotment or
purchase where the company has agreed to the allotment or purchase by
a resolution passed at a general meeting at which no votes were cast
in relation to the resolution in respect of any shares held by-
(i) the person to whom the first-mentioned shares were to be
allotted or by whom or from whom the first-mentioned shares
were to be purchased, as the case may be; or
(ii) a person associated with a person referred to in sub-paragraph
(i);
(h) an acquisition of shares resulting from the exercise by a person of a
renounceable option or of an option or right granted or conferred by a
convertible note, where, if the person had acquired the shares at the
time when he acquired the renounceable option or the convertible note,
as the case may be, the acquisition of the shares would not, by reason
of sub-section 13 (3), have contravened this Act;
(j) an acquisition of shares by a person as a result of the acceptance by
that person of a take-over offer, where the shares constituted, or
formed part of, the consideration for the take-over offer;
(k) an acquisition of shares in a company as a result of the acquisition
of shares in another corporation that are listed for quotation on the
stock market of a stock exchange;
(l) an acquisition of shares by a person whose ordinary business includes
the lending of money where the acquisition results from the exercise
by that person of a power in relation to the shares conferred on or
vested in him pursuant to, by reason of or in connection with a
transaction in connection with the lending of money entered into by
him in the ordinary course of that business, not being a transaction
entered into with a person associated with the first-mentioned person;
(m) an acquisition of forfeited shares at an auction conducted at a place
at which, or by a facility by means of which, a stock exchange
maintains or provides a stock market;
(n) any other acquisition of shares made in a prescribed manner or in
prescribed circumstances; or
(o) any other acquisition of shares approved by the Commission in writing.
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