—(1) Where in connection with an investigation under section 243 or 244 it appears to the Minister that there is difficulty in finding out the relevant facts about any shares, whether issued or to be issued, the Minister may by order published in the Gazette direct that the shares are until further order subject to the following restrictions:
that any transfer of those shares or any exercise of the right to acquire or dispose of those shares or in the case of unissued shares any transfer of the right to be issued therewith and any issue thereof, shall be void;
that no voting rights shall be exercisable in respect of those shares;
that no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder thereof; and
that, except in a liquidation, no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise.
(2) Any order of the Minister directing that shares shall cease to be subject to the restrictions referred to in subsection (1) which is expressed to be made with a view to permitting a transfer of those shares may continue the application of subsection (1)(c) and (d), in relation to those shares, either in whole or in part, so far as those paragraphs relate to any right acquired or offer made before the transfer.
(3) Where any shares are for the time being subject to any restrictions referred to in subsection (1), any person who —
having knowledge that the shares are subject to any such restrictions, exercises or purports to exercise any right to dispose of those shares, or of any right to be issued with the shares;
votes in respect of those shares, whether as holder or proxy, or appoints a proxy to vote in respect thereof; or
being the holder of any of those shares, fails to notify the fact of their being subject to those restrictions to any person whom he does not know to be aware of that fact but does know to be entitled, apart from those restrictions, to vote in respect of those shares whether as holder or proxy,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
(4) Where shares in any company are issued in contravention of the restrictions imposed pursuant to subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
(5) A prosecution shall not be instituted under this section except with the consent of the Public Prosecutor.
(6) This section shall apply in relation to debentures as it applies in relation to shares.
[UK, 1948, s. 174; Aust., 1961, s. 179]
History for Provision '245 Power to impose restrictions on shares or debentures'.
23 February 2009
Act 2 of 2009