209.
| (1) Where a scheme or contract involving transfer of shares or any class of shares in a company (in this section referred to as " the transferor company ") to another company whether a company within the meaning of this Act or not (in this section referred to as " the transferee company ") has, within four months from the date of making of the offer in that behalf by the transferee company, been approved by the holders of not less than nine-tenths in value of the shares whose transfer is involved (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary), the transferee company may, at any time within two months from the date of expiration of such four months, give notice in the prescribed manner to any dissenting shareholder that it desires; to acquire his shares, and when such a notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms of which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company : |
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| (2) Where, in pursuance of any such scheme or contract as is referred to in subsection (1), 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-tenths in value of the shares in the first-mentioned company or of any class of such shares, then-
| | (a) 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 holders of the remaining shares or of the remaining shares of that class as the ease may be, who have not assented to the scheme or contract; and | | |
| | (b) any such holder may within three months from the date of giving of the notice to him require the transferee company to acquire the shares in question, | | |
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| (3) Where a notice has been given by the transferee company under the provisions of subsection (1) and the court has not, on an application made by the dissenting share holder, made an order to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given, or, if an application to the court by the dissenting shareholder is, then pending, one month from the date on which that application has been disposed of, transmit a copy of the notice to the transferor company together with an instrument of transfer executed on behalf of the "shareholder by any person appointed by the transferee company and on its behalf by the transferee company, and pay or transfer to the transferor company the amount of other consideration representing the price payable by the transferee company for the shares which by virtue of the provisions of this section that company is entitled to acquire, and the transferor company shall there upon register the transferee company as the holder of those shares: |
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| (4) Any sum received by the transferor company under the provisions of this section shall be paid into a separate bank account, and any such sums and any other considera tion so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received as referred to in subsection (1). |
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| (5) In this section the expression " dissenting shareholder " Includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract. |
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| (6) In relation to an offer made by the transferee company to shareholders of the transferor company before the appointed date the provisions of this section shall have effect
| | (a) with the substitution, in subsection (1), for the words "the shares whose transfer is involved (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary) ", of the words " the shares, affected " and with the omission of the proviso to that subsection ; | | |
| | (b) with the omission of subsection (2) ; and | | |
| | (c) with the omission, in subsection (3), of the words "together with an instrument of transfer executed on behalf of the shareholder by any person appointed by the transferee company and on its own behalf by the transferee company" and of the proviso*to that subsection. | | |
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Sri Lanka Consolidated Acts