Companies Act (Cap. 386), article 114B

114B. (1) The provisions of article 114 shall not apply when the company issuing shares ("the issuing company") has secured at least an eighty per cent equity holding in another company in pursuance of an arrangement pr oviding for the allotment of equi ty securities in the issuing compan y on terms that the considerati on for the shares allotted is to be provided: (a) by the issue or transfer to the issuing company of equity securities in the other company; or (b) by the cancellation of any such shares not held by the issuing company. (2) The provisions of article 114 shall not apply when the equity securities in the issuing company allotted in pursuance of the arrangement in consideration for the acquisition or cancell ation of equity securities in the other company are issued at a premi um. (3) The provisions of article 114 shall not apply where the arrangement also provides for th e allotment of any shares in th e issuing company on terms that th e consideration for those share s is to be provided: (a) by the issue or transfer to the issuing company of non- equity securities in the other company; or (b) by the cancellation of any such shares in that company not held by the issuing company. (4) The provisions of this article shall not apply in cases fall ing under article 114A. (5) For the purposes of this ar ticle an "eighty per cent equity holding" means a holding of eighty per cent of the nominal valu e of the company’s issued equity securities: Provided that in determining the existence of "eighty per cent equity holding" it shall be immaterial whether any of thos e securities were acqui red in pursuance of the arrangement: Provided further that shares h eld by the other company in 72 CAP. 386.] COMP ANIES itself shall be excluded in determining the nominal value of th e company’s issued equity securities. (6) Where the issued share capital of the issuing company is divided into various classes of shares the requirement in sub-a rticle (5) must subsist in relation to each of those classes of shares . (7) For the purpose of this article, shares held by a group company of the issuing company or their nominees shall be treat ed as if they were he ld by the issuing company itself. Relief may be reflected in company’s balance sheet. Added by: XV . 2007.8.