75 Offer to one or more shareholders under section 74(1)(b)

(1) The directors of a company shall not make an offer to one or more
shareholders under section 74(1)(b)(ii) unless they have passed a resolution

stating that, in their opinion —


(a) the redemption, purchase or other acquisition is to the benefit of
the remaining shareholders; and

(b) the terms of the offer and the consideration offered for the shares
are fair and reasonable to the company and to the remaining
shareholders.

(2) A resolution passed under subsection (1) shall set out the reasons for the
directors‘ opinion.

(3) The directors shall not make an offer to one or more shareholders under
section 74(1)(b)(ii) if, after the passing of a resolution under subsection (1)
and before the making of the offer, they cease to hold the opinions specified
in subsection (1).

(4) A shareholder may apply to the Court for an order restraining the proposed
purchase, redemption or other acquisition of shares under section 74(1)(b)(ii) on the grounds that —

(a) the redemption, purchase or other acquisition is not in the best
interests of the remaining shareholders; or

(b) the terms of the offer and the consideration offered for the shares
are not fair and reasonable to the company or the remaining
shareholders.

(5) This section does not apply to a company to the extent that it is negated,
modified or inconsistent with provisions for the redemption, purchase or
other acquisition of its own shares specified in —

(a) the company‘s memorandum or articles; or

(b) a written agreement between the company and the shareholder.