Companies Act (Cap. 386), article 74

74. (1) A company shall not acquire, within two years of its authorisation to commence business, any asset belonging to a person who subscribed the com pany’s memorandum or who is a member of the company for a consideration which is equivalent t o at least one tenth of the issued capital of the company unless the following conditions are satisfied: (a) the asset to be received by the company, and any consideration other than cash to be given by the company, shall have been valued by one or more experts who are independent of the company and approved by the Registrar; (b) a report with respect to the matters specified in paragraph ( a) shall have been made to the company during the six months immed iately preceding the date of the agreement; (c) the terms of the agreement shall have been approved by ordinary resolution; and (d) not later than the giving of notice of the meeting at which the resolution is proposed, copies of the resolution and of the report shall have been circulated to the members of the company entitled to receive notice of the meeting and, i f the person with whom the agreement in question is proposed to be made is not then a member of the company so entitled, to that person. (2) The report referred to in sub-article (1)( b) shall be delivered to the Registrar for registration at the same time as it is cir culated in accordance with sub-article (1)( d). If the company fails to comply with this sub-article, every officer of the company who is in default shall be liable to a penalty. (3) If a company enters into an agreement in contravention of this article and either - (a) the person with whom the company made the agreement has not received th e expert’s report required for compliance with the conditions of this article; or (b) there has been some other contravention of this article which that person knew or ought to have known amounted to a contravention, the company shall be entitled to recover from that person any consideration given by it under the agreement, or an amount equ al to the value of the consideration at the time of the agreement, and the agreement, so far as not carried out, shall be void. (4) The provisions of this article shall not apply - (a) where it is part of the company’s ordinary business to acquire, or arrange for other persons to acquire, assets of a particular description, to an agreement entered into by the company in the ordinary course of its business for the transfer of an asset of that description to it or to such person, as the case may be; or COMP ANIES [CAP. 386. 43 (b) to acquisitions made by the company at the instance or under the supervision of the court; or (c) to acquisitions made on a regulated market or on an equivalent market in a non-Member State or non-EEA State. Articles of association.