Article 25. Acquisition by a person alone or in combination with its affiliated companies on the secondary securities market of thirty percent or more of the company's voting shares The Law on Joint Stock Companies

Home / RLA / Article 25. Acquisition by a person alone or in combination with its affiliated companies on the secondary securities market of thirty percent or more of the company's voting shares The Law on Joint Stock Companies

Article 25. Acquisition by a person alone or in combination with its affiliated companies on the secondary securities market of thirty percent or more of the company's voting shares The Law on Joint Stock Companies

1. A person who, independently or in combination with his affiliated companies, intends to purchase thirty or more percent of the company's voting shares on the secondary securities market or any other number of voting shares of the company, as a result of the acquisition of which this person, independently or in combination with his affiliated companies, will own thirty or more percent of the company's voting shares, is obliged to send notification of this to the company thirty business days prior to the expected date of acquisition of voting shares of the company. The notification must contain information on the number of voting shares of the company to be purchased and the estimated purchase price.

2. A person who, independently or in combination with his affiliated companies, acquired thirty or more percent of the company's voting shares on the secondary securities market or another number of voting shares, as a result of which this person, independently or in combination with his affiliated companies, became the owner of thirty or more percent of the company's voting shares, within fifteen business days days after the date of acquisition, the company is obliged to send to the company an offer to the other shareholders to sell their shares of the company.

The proposal to the other shareholders to sell their shares of the company must contain information about the person and its affiliated companies who collectively own thirty percent or more of the company's voting shares, including the names (names), place of residence (location), number of voting shares of the company owned by them, and the proposed share purchase price. The highest of the following prices is used as the proposed share purchase price:

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(s) indicated in part one of this paragraph became the owner of thirty or more percent of the voting shares of the company;

or the share price of a transaction, as a result of which the person(s) indicated in part one of this paragraph became the owner of thirty or more percent of the voting shares of the company;

2) in respect of shares not specified in subparagraph 1) of part two 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;

or the share price of a transaction, as a result of which the person(s) indicated in part one of this paragraph became the owner of thirty or more percent of the voting shares of the company.

3. The Company, within three working days after the date of receipt of the offer for the sale of shares specified in paragraph 2 of this Article, ensures its placement in Kazakh and Russian on the Internet resource of the financial reporting depository.

4. The remaining shareholders have the right to accept the offer of the person specified in paragraph one of paragraph 2 of this article to sell their shares of the company within no more than thirty working days after the date of publication of the offer for their sale.

A shareholder who has accepted the offer of the person specified in paragraph one of paragraph 2 of this article is obliged to alienate the shares of the company belonging to him in favor of the person specified in paragraph one of paragraph 2 of this article within thirty working days after the date of submission of written consent to the sale of the shares of the company belonging to him.

The person specified in the first part of paragraph 2 of this Article is obliged to pay for these shares within thirty working days after the date of receipt of the written consent of the shareholder to sell his shares of the company.

5. The Company has no right to prevent the sale of shares of the company by shareholders to the person specified in the first part of paragraph 2 of this Article. The Company has the right to make an offer to a person wishing to sell shares of the company to the person specified in paragraph one of paragraph 2 of this Article to purchase them by the company itself or by third parties at a price exceeding the price offered by the person specified in paragraph one of paragraph 2 of this Article. The company's offer to purchase shares of the company must contain information on the number of shares, the price and the details of the buyers in case of purchase of shares by third parties.

6. In case of non-compliance with the obligations established by this article, by a person who independently or jointly with his affiliated companies acquired thirty or more percent of the company's voting shares on the secondary securities market or another number of voting shares of the company, as a result of the acquisition of which this person independently or jointly with his affiliated companies became thirty or more percent voting shares of the company, this person(s):

1) is obliged (are obliged) to alienate to persons unaffiliated with him (them) a part of the voting shares of the company belonging to him (them), exceeding twenty-nine percent of the voting shares of the company;

2) is not entitled to take any actions aimed at influencing the management or policy of the company, and (or) vote on the voting shares of the company owned by him (them) until he (they) alienate a part of the voting shares of the company owned by him (them) to persons unaffiliated with him (them). exceeding twenty-nine percent of the company's voting shares.

7. A shareholder of the company who has submitted a written consent to the sale of the company's shares owned by him in response to the proposal of the person specified in paragraph one of paragraph 2 of this Article to sell the company's shares owned by him, has the right to appeal in court against the refusal of the person who published this proposal from the purchase of the company's shares.

8. The requirements of this article do not apply to the case established by paragraph 1 of Article 25-1 of this Law.

9. The requirements of paragraphs 2, 3, 4, 6 and 7 of this article do not apply to the following cases::

acquisition on the secondary securities market by a person (who independently or jointly with his affiliated companies owns thirty or more percent of the voting shares of the company and has previously fulfilled the obligations established by this article) of the voting shares of this company from his affiliated companies (who jointly with the said person own thirty or more percent of the voting shares of the company and are indicated in the previously sent notification to the company);

the acquisition on the secondary securities market by an affiliated person (indicated in the notice previously sent to the company and holding, in conjunction with the person who previously fulfilled the duties established by this article, thirty or more percent of the company's voting shares) of voting shares of this company from another affiliated person (indicated in the notice previously sent to the company, and jointly with a person who has previously fulfilled the obligations set forth in this article, who owns thirty percent or more of the company's voting shares).

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

Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases

Disputes related to the invalidity of the supply contract, no evidence has a pre-determined force, they are subject to evaluation in conjunction with other evidence.

Disputes related to the invalidity of the supply contract, no evidence has a pre-determined force, they are subject to evaluation in conjunction with other evidence.K LLP file...