Article 25-1. Repurchase of voting shares of the company by a person who, independently or in conjunction with his affiliated companies, acquired ninety-five percent or more of the company's voting shares on the secondary securities market The Law on Joint-Stock Companies

Home / RLA / Article 25-1. Repurchase of voting shares of the company by a person who, independently or in conjunction with his affiliated companies, acquired ninety-five percent or more of the company's voting shares on the secondary securities market The Law on Joint-Stock Companies

Article 25-1. Repurchase of voting shares of the company by a person who, independently or in conjunction with his affiliated companies, acquired ninety-five percent or more of the company's voting shares on the secondary securities market The Law on Joint-Stock Companies

1. A person who independently or jointly with his affiliated companies acquired ninety-five percent or more of the company's voting shares on the secondary securities market or another number of voting shares totaling at least ten percent of the company's voting shares, as a result of which acquisition this person independently or jointly with his affiliated companies became ninety-five and more than one percent of the company's voting shares, Within sixty business days after the date of acquisition, the company has the right to require the remaining shareholders of the company to sell their voting shares of the company.

A request to shareholders to sell their voting shares of the company must contain information about the person(s) who submitted this request, including the names(s), place of residence (location), number of voting shares of the company owned by him (them) and the proposed purchase price of the voting shares of the company, determined in accordance with paragraph 4 of this article.

2. The Company, within three working days after the date of receipt of the request specified in paragraph 1 of this Article, ensures its placement on the Internet resource of the financial reporting depository and informs the central depository and the stock exchange about the request received (if the company's shares are on the official list of the stock exchange).

3. At the request of the person specified in the first part of paragraph 1 of this Article, the remaining shareholders are obliged to sell their voting shares of the company within no more than sixty calendar days after the date of publication of the request on the Internet resource of the financial reporting depository.

The person specified in the first part of paragraph 1 of this Article is obliged, at the request of the other shareholders, to familiarize them with the document confirming the determination of the share sale price.

It is prohibited for shareholders to make other civil transactions with voting shares of the company during the period specified in part one of this paragraph, except for transactions to terminate the pledge of rights to these shares and the termination of trust management, as well as operations to remove the seizure of such shares.

4. The sale price by shareholders of their voting shares at the request of the person specified in paragraph one of paragraph 1 of this Article shall be determined as the highest price from the following:

1) in respect of shares included in the representative list of a stock exchange operating in the territory of the Republic of Kazakhstan:

the weighted average share price prevailing on the organized securities market in the last six months preceding the date of the transaction, as a result of which the person specified in paragraph one of paragraph 1 of this article became the owner of ninety-five or more percent of the voting shares of the company;

or the share price of a transaction as a result of which the person specified in paragraph one of paragraph 1 of this article became the owner of ninety-five or more percent of the voting shares of the company;

2) in respect of shares not specified in subparagraph 1) of this paragraph:

the market price of shares determined by the appraiser in accordance with the legislation of the Republic of Kazakhstan on valuation activities;

5. The person specified in the first part of paragraph 1 of this Article is obliged to pay for the voting shares of the company to be redeemed from the remaining shareholders at the proposed purchase price, determined in accordance with

in accordance with paragraph 4 of this article.

The money intended to pay for voting shares of the company to be redeemed by the person specified in paragraph one of paragraph 1 of this Article from another shareholder shall be transferred to that shareholder's bank account intended for crediting money from securities transactions, information about which is available to the company in the system of registers of securities holders and (or) the nominal holding accounting system.

In the absence of information about the shareholder's bank account intended for crediting money from securities transactions with the company, in the system of registers of securities holders or the system of accounting for nominal holdings, the money intended to pay for purchased voting shares of the company is transferred to an account opened at the central depository for accounting unclaimed money in accordance with the procedure established by the regulatory a legal act of the authorized body.

6. Registration of a transaction for the sale by shareholders of voting shares of the company owned by them at the request of the person specified in paragraph one of paragraph 1 of this Article shall be carried out in the system of registers of securities holders and (or) in the system of accounting for nominal holdings based on the order of this person.

At the request of the person specified in paragraph one of paragraph 1 of this article, the voting shares of the company that are burdened shall be written off from the shareholder's personal account opened in the nominee holding accounting system or the securities register system, as well as their payment shall be carried out within one month after the date of removal of the encumbrance.

The costs associated with the registration of transactions and their payment are borne by the person acquiring the voting shares of the company.

7. The right to receive unpaid dividends on voting shares of the company as of the date of registration of the transaction for the acquisition of voting shares of the company by the person specified in paragraph one of paragraph 1 of this article remains with the shareholders who sold voting shares of the company at the request of this person.

The payment of dividends on voting shares of the company to shareholders who have sold voting shares of the company in accordance with the request of the person specified in paragraph one of paragraph 1 of this Article shall be made in accordance with the procedure established by Articles 22 and 23 of this Law.

8. Excluded by the Law of the Republic of Kazakhstan dated 07/12/2022 No. 138-VII (effective sixty calendar days after the date of its first official publication).

9. For the purposes of this article, voting shares of the company are the shares specified in subparagraph 8) of Article 1 of this Law, as well as outstanding common shares and (or) preferred shares, the right to vote on which is granted in cases provided for by this Law, held in nominal holding and owned by the owner, information about which is not available in the accounting system. the central depository.

The Law of the Republic of Kazakhstan dated May 13, 2003 No. 415.

This Law defines the legal status, procedure for the establishment, operation, reorganization and liquidation of a joint-stock company; the rights and obligations of shareholders, as well as measures to protect their rights and interests; the competence, procedure for the formation and functioning of the bodies of a joint-stock company; the powers, procedure for the election and responsibility of its officials.

President

Republic of Kazakhstan

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