434Remaining shareholders may require acquisition

434 Remaining shareholders may require acquisition

(1) If, under a scheme or contract to which this Division applies, the transferee becomes beneficially entitled to shares in the transferor that, together with other shares in the transferor to which the transferee or a corporation related to the transferee is beneficially entitled, comprise or include 90% in nominal value of the shares concerned:

(a) the transferee must, within 28 days after becoming beneficially entitled to the shares, give notice of the fact as prescribed by the National Regulations to the holders of the remaining shares concerned who, when the notice was given, had not:

(i) assented to the scheme or contract; or

(ii) been given a compulsory acquisition notice by the transferee under this Division; and

(b) a holder referred to in paragraph (a) may, within 3 months after being given the notice, by notice to the transferee require the transferee to acquire the holder’s shares and, if alternative terms were offered to the approving shareholders, elect which of the terms the holder will accept.

(2) If a shareholder gives notice under this section in relation to the shareholder’s shares, the transferee is entitled and bound to acquire them:

(a) on the terms on which under the scheme or contract the shares of the approving shareholders were transferred to the transferee and, if alternative terms were offered to the shareholders, on the terms for which the shareholder has elected, or, if no election is made, for whichever of the terms the transferee decides; or

(b) on other terms that may be agreed or as the Supreme Court, on the application of the transferee or of the shareholder, considers appropriate to order.