Commonwealth Numbered Acts

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 45

45. (1) Where a person has acquired shares in a company in contravention of
section 11, the Court may, on the application of the Commission, the company,
a member of the company or the person from whom the shares were acquired, make
one or more of the following orders:

   (a)  an order restraining the person who acquired the shares from disposing
        of, or of any interest in, the shares or such of the shares as are
        specified in the order;

   (b)  an order restraining the exercise of any voting or other rights
        attached to the shares or such of the shares as are specified in the
        order;

   (c)  an order directing the company not to make payment, or to defer making
        payment, of any sum or sums due from the company in respect of the
        shares or such of the shares as are specified in the order;

   (d)  an order directing the disposal of, or of any interest in, the shares
        or such of the shares as are specified in the order;

   (e)  an order directing the company not to register the transfer or
        transmission of the shares or such of the shares as are specified in
        the order;

   (f)  an order that any exercise of the voting or other rights attached to
        the shares, or such of the shares as are specified in the order, be
        disregarded;

   (g)  for the purpose of securing compliance with any order referred to in
        any of the preceding paragraphs, an order directing the company or any
        other person to do or refrain from doing a specified act.

(2) Where, at the hearing of an application under sub-section (1), it is
proved to the satisfaction of the Court that-

   (a)  a person is entitled to shares in a company by reason that another
        person who is, by virtue of sub-section 7 (4), an associate of the
        first- mentioned person has a relevant interest in those shares; and

   (b)  that other person became entitled to that relevant interest by reason
        of an acquisition of shares (whether in that company or in another
        corporation) that took place within 6 months immediately preceding the
        filing of the application with the Court, then, in determining for the
        purposes of the application whether the acquisition referred to in
        paragraph (b) of this sub-section was made in contravention of
        section 11, the proof to the satisfaction of the Court of the matters
        mentioned in paragraphs (a) and (b) of this sub-section constitutes
        prima facie evidence that the other person was, for the purposes of
        sub-section 7 (3), an associate of the first mentioned person
        immediately after the acquisition took place.

(3) The Court shall not make an order under this section, other than an order
restraining the exercise of voting rights, if it is satisfied-

   (a)  that the contravention of section 11 by the person who acquired the
        shares was due to his inadvertence or mistake or to his not being
        aware of a relevant fact or occurrence; and

   (b)  that, in all the circumstances, the contravention ought to be excused.