Section 146: Acquisition of shares of dissenting shareholders.

(1) For the purposes of this section:
(a) where a take-over bid has been made in respect of all the shares included in a class of shares (other than shares to which the offeror or, where two or more persons constitute the offeror, any of those persons, or any company belonging to the same group of companies as that person or any of those persons, is entitled), the shares in respect of which that take-over offer was made shall be "shares subject to acquisition" ;
(b) "outstanding shares" means shares subject to acquisition in respect of which a take-over bid was made but has not been accepted; and
(c) a "dissenting offeree" means a person who is, or is entitled to be registered as a holder of outstanding shares.
(2) Where a take-over bid in respect of shares included in the class of shares referred to in paragraph (a) of subsection (1) of this section representing not less than ninety per cent in number of shares subject to acquisition has been accepted, the offeror may, within one month after the date on which acceptance of the shares representing not less than that per cent is completed, give notice as prescribed to a dissenting offeree :
(a) to the effect that the take-over bid has been accepted as mentioned in this section;
(b) that the offeror is bound to take up and pay for or has taken up and paid for, shares of the offerees who accepted the take-over bid;
(c) informing the dissenting offeree as to the election which he is required to make under subsection (3) of this section giving particulars of that election; and
(d) informing the dissenting offeree as to the effect of subsection (4) of this section and as to the requirements of subsection (5) of this section, giving particulars in each case.
(3) A dissenting offeree may, within twenty days of receiving a notice under subsection (2) of this section, by notice sent to the offeror elect:
(a) to transfer his shares to the offeror on the terms on which the offeror acquired the shares of the offeree who accepted the take-over bid; or
(b) to demand payment of the fair value of his shares in accordance with section 147 of this Act.
(4) A dissenting offeree to whom a notice is given under subsection (2) of this section, who does not make any election as required by subsection (3) of this section, shall be deemed to have made an election under paragraph (a) of that subsection.
(5) A dissenting offeree shall, within twenty days after receiving a notice sent under subsection (2) of this section, send to the offeree company his share certificate of the class of shares to which the take-over bid relates.
(6) An offeror shall, within twenty days after he sends a notice under subsection (2) of this section to a dissenting offeree, pay or transfer to the offeree company the amount of money or other consideration that the offeror would have to pay if the dissenting offeree made an election under paragraph (a) of subsection (3) of this section, and the offeree company:
(a) shall be deemed to hold that amount of money or consideration in trust for the dissenting offeree; and
(b) shall pay the amount into a bank account established for the purpose, or place the consideration in the custody of a bank.
(7) An offeror shall:
(a) send to the offeree company a copy of every notice sent to a dissenting offeree under subsection (3) of this section; and
(b) notify the offeree company of the election made by a dissenting offeree under subsection (3) of this section or deemed to have been made by him under subsection (4) of this section.
(8) An offeror shall send to the Commission a copy of every notice sent to a dissenting offeree under subsection (2) of this section not later than one month after the date on which it is so sent.