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Mutual Banks Act, 1993 (Act No. 124 of 1993)

Chapter VII : Conversion of Mutual Banks

70. Issue of shares to persons who were members of former mutual bank

 

(1) An offer to persons referred to in paragraph (c) of the definition of "conversion scheme" in section 61 to take up shares in a company established by a conversion in terms of this Chapter or in any company registered or to be registered as a controlling company in respect of any such company, shall be made in writing to each individual person, and any such offer shall be accompanied by a statement issued by the company concerned and containing such particulars in connection with the offer, the conversion, the company's profit and business prospects and general state of affairs and the other affairs of the company required in terms of the Companies Act to be specified in a prospectus, as the Registrar may require.

 

(2) The provisions of the Companies Act with respect to the issue of a prospectus or regulating any other requirements with which an offer of shares is required to comply, shall not apply to any offer of shares referred to in subsection

 

(3)
(a) An investment deemed in terms of section 69(1)(f) to be a fixed deposit with a bank, or any portion of such an investment, may, notwithstanding the conditions attached thereto, be made immediately repayable upon a request in writing by the depositor to the bank to apply the proceeds of such investment, or the said portion thereof, towards the payment for shares in the bank, or in any company registered or to be registered as a controlling company in respect of such bank, that may be allocated to the depositor in pursuance of an offer referred to in subsection (1).
(b) Any condition or benefit attached to an investment deemed in terms of section 69(1)(f) to be a fixed deposit, shall lapse in respect of such investment to the extent to which such investment was applied towards the payment for shares in accordance with paragraph (a) of this subsection.

 

(4) No stamp duty in terms of the Stamp Duties Act, 1968 (Act No. 77 of 1968), shall be payable in respect of—
(a) the issue of shares in the public company established by such conversion to a controlling company registered in respect of it in terms of section 66,
(b) the issue of shares in pursuance of any offer referred to in subsection (1): Provided that this paragraph shall not be construed as exempting from stamp duty any issue of shares to a person referred to in subsection (1) where such shares are issued to such person in pursuance of a public offer of shares contemplated in section 61(3); or
(c) the registration of the transfer of shares in the public company established by such conversion or in its subsidiary, which shares were sold or otherwise disposed of by that public company to a controlling company registered in respect of it in terms of section 66, if such sale or disposal has been approved by the Registrar.

 

(5) No amount in terms of section 75(3) of the Companies Act shall be payable in respect of an increase of the share capital of a controlling company registered in terms of section 66 to the extent to which such increase of the share capital is necessary to make an offer of shares referred to in subsection (1) of this section: Provided that if fewer shares than the number representing such increase in the share capital are taken up in pursuance of such an offer, the amount referred to above shall be payable on that portion of the increase represented by the shares not taken up, and such amount shall be payable within 30 days from the date on which the share offer closed.

 

(6) Shares referred to in subsection (1) shall not be offered, allocated or issued to persons holding a qualifying interest of lesser value than an amount determined in the conversion scheme, but such shares shall, subject to section 61(2), be offered, allocated or issued to a trustee appointed for such persons by the bank with the approval of the Registrar, which trustee shall as soon as may be practicable sell such shares, or the rights thereto, and distribute the net proceeds among those persons.