COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 12 Acquisitions to which section 11 does not apply

COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 12

12. Section 11 does not apply to or in relation to-

   (a)  an acquisition of shares by will or by operation of law;

   (b)  an acquisition of shares by virtue of an allotment or purchase
        pursuant to a prospectus-

        (i)    that contained an invitation to the public to subscribe for or
               purchase the shares or an offer to the public to accept
               subscriptions for or to sell the shares; and

        (ii)   a copy of which has been registered under Division 1 of Part IV
               of the Companies Ordinance 1962;

   (c)  an acquisition of shares in a company by virtue of an allotment made
        in accordance with a proposal particulars of which were set out in a
        prospectus where-

        (i)    the prospectus was the first prospectus issued by the company;

        (ii)   the person who acquired the shares was a promoter in respect of
               the prospectus; and

        (iii)  a copy of the prospectus has been registered under Division 1
               of Part IV of the Companies Ordinance 1962;

   (d)  an acquisition of shares by virtue of an allotment or purchase of
        shares pursuant to-

        (i)    an underwriting agreement particulars of which were set out in
               a prospectus a copy of which has been registered under Division
               1 of Part IV of the Companies Ordinance 1962; or

        (ii)   a sub-underwriting agreement that is related to such an
               underwriting agreement, where the prospectus contained an
               invitation to the public to subscribe for or purchase the
               shares or an offer to the public to accept subscriptions for or
               to sell the shares;

   (e)  an acquisition of shares by virtue of an allotment made by a company
        that has not commenced any business and has not exercised any
        borrowing power;

   (f)  an acquisition of shares pursuant to section 270 of the Companies
        Ordinance 1962;

   (g)  an acquisition of shares in a company by virtue of an allotment or
        purchase where the company has agreed to the allotment or purchase by
        a resolution passed at a general meeting at which no votes were cast
        in relation to the resolution in respect of any shares held by-

        (i)    the person to whom the first-mentioned shares were to be
               allotted or by whom or from whom the first-mentioned shares
               were to be purchased, as the case may be; or

        (ii)   a person associated with a person referred to in sub-paragraph
               (i);

   (h)  an acquisition of shares resulting from the exercise by a person of a
        renounceable option or of an option or right granted or conferred by a
        convertible note, where, if the person had acquired the shares at the
        time when he acquired the renounceable option or the convertible note,
        as the case may be, the acquisition of the shares would not, by reason
        of sub-section 13 (3), have contravened this Act;

   (j)  an acquisition of shares by a person as a result of the acceptance by
        that person of a take-over offer, where the shares constituted, or
        formed part of, the consideration for the take-over offer;

   (k)  an acquisition of shares in a company as a result of the acquisition
        of shares in another corporation that are listed for quotation on the
        stock market of a stock exchange;

   (l)  an acquisition of shares by a person whose ordinary business includes
        the lending of money where the acquisition results from the exercise
        by that person of a power in relation to the shares conferred on or
        vested in him pursuant to, by reason of or in connection with a
        transaction in connection with the lending of money entered into by
        him in the ordinary course of that business, not being a transaction
        entered into with a person associated with the first-mentioned person;

   (m)  an acquisition of forfeited shares at an auction conducted at a place
        at which, or by a facility by means of which, a stock exchange
        maintains or provides a stock market;

   (n)  any other acquisition of shares made in a prescribed manner or in
        prescribed circumstances; or

   (o)  any other acquisition of shares approved by the Commission in writing.