Share Purchase Agreement Kenya
The functions of directors are primarily the responsibility of the company and not the responsibility of shareholders or stakeholders. The Acquisitions and Mergers Regulations, Regulation 9, provide that the offeror`s board of directors is required to submit to shareholders a circular containing its recommendation to accept the offer, taking into account the merits of the agreement and its obligations to the company. This will be done within 14 days of receiving the offer. However, if a company`s ability to pay is in doubt, the functions of the directors move to the designated liquidator and the directors no longer have powers over the business. There are no restrictions on hostile acquisitions in Kenya, although there have been no such acquisitions, so this lack of restrictions has not been tested. Attempts were made to offer hostile offers, for example when Centum Investments Company Limited attempted to take over all the issued common shares of Rea Vipingo Plantations in 2015, but the offer was withdrawn. Cash and shares are used in return in Kenya. It is not uncommon for transactions to have a combination of the two, particularly for reverse acquisitions. The most common approach to acquiring a business in Kenya is the acquisition of shares. Listed companies may also be acquired through an offer to shareholders as part of the Takeovers and Mergers Regulations, 2002. The agreement is subject to regulatory approvals from the Central Bank of Kenya, the Comesa Competition Commission (BCDC) and the approvals of BCDC and Equity Group Holdings (EGH).
In 2019, notable private equity transactions were completed, including the sale of a majority interest in Almasi Beverages Limited and Nairobi Bottlers Limited by Centum Investment Company Plc. Actus Equity acquired a 22.32% stake in Riara Group of Schools through its Kenyan subsidiary Actus Education Holding AB (Actus Holding), giving a majority stake to Actus Group of Schools. A bidder is entitled and also obliged to acquire the shares of other shareholders on the terms of the offer or on the terms agreed by the shareholders and the bidder. A voting shareholder who has not accepted the offer may require the offeror to acquire its shares when an issuer is required to disclose to the public its ten largest direct shareholders in its management report, in accordance with the Code of Corporate Governance Practices for Securities Issuers in 2015. When a supplier exercises the squeeze-out provisions, minority shareholders may apply for an order from the High Court: 4. In this case, HCCC No. 31 of 2016 attempts to impose the terms of a December 10, 2014 share purchase agreement between him and Galba Mining Limited, which sold his 1000 shares to Purple Saturn Properties Limited (“Purple” Saturn”) for Kshs. 4,095,000,000/ LR 11288, with an area of 1183 hectares. These measures can be seen as interference by directors to prevent a takeover bid from predomining. The best thing to do is to recommend that shareholders refuse an offer.
THE CÉDANT wishes to transfer the shares to the purchaser on the terms set out in this share transfer agreement. The 2019 Act on the Statutes (Various Amendments) No. 12 amended the Companies Act 2015 and must now be approved by all existing shareholders of a private company before another person becomes a shareholder of that company.