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Protective provisions.
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102.—(1) A successor company shall not for a period of 5 years after the conversion date—
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(a) offer to the public, or allot or agree to allot with a view to their being offered for sale to the public, any shares in or debentures of the company,
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(b) allot or agree to allot any share in or debenture of the company, or
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(c) register a transfer of shares in or debentures of the company,
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if the effect of—
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(i) the offer, the allotment or the registration of the transfer would be that 15 per cent. or more of the shares in or debentures of the company would be held by, or by nominees for, any one person, or
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(ii) the offer, the allotment or the registration of the transfer of shares would be that 15 per cent. or more of the voting rights attaching to the company's shares would be held by, or by nominees for, any one person or by persons or their nominees acting in concert.
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(2) The articles of association of the successor company shall include provisions such as will secure that the company shall not take any action in contravention of subsection (1) and no alteration in these provisions shall be made by the company during the 5 year period specified in that subsection.
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(3) Any allotment or registration of a transfer of shares or debentures in contravention of subsection (1) shall be void and any voting rights held by, or by nominees for, any one person or by persons or their nominees acting in concert in excess of a figure representing 15 per cent. of the total voting rights shall not be exercisable by that person or persons or by their nominees.
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(4) The Central Bank may, if it considers it necessary to do so in the interests of depositors with the successor company, direct by notice to the company that subsections (1), (2) and (3) shall cease to apply to it.
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(5) In this section “transfer” in relation to shares or debentures does not include a transfer to a person to whom the right to any shares or debentures has been transmitted by operation of law.
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