Section 52: Issue of other shares

52. Issue of other shares (1) Subject to this Act and the Securities Act, and in particular to subsection (2), and to the constitution of the company, the Board may issue shares at any time, to any person, and in any number it thinks fit. (2) Where the shares confer rights other than those set out in section 46 (2), or impose any obligation on the holder, the Board shall, subject to— (a) the prior approval of an ordinary resolution of shareholders, unless the constitution provides otherwise; and (b) the requirements of section 114, approve the terms of issue which set out the rights and obligations attached to the shares. (3) The terms of issue approved by the Board under subsection (2)— (a) shall be consistent with the constitution of the company, and to the extent that they are not so consistent, shall be invalid and of no effect; (b) shall be deemed to form part of its constitution and may be amended in accordance with section 44 subject to the requirements of section 114. (4) Subject to subsection (5), within 14 days of the issue of shares under this section, the company shall— (a) give notice to the Registrar in a form approved by him of— (i) the number of shares issued; (ii) the amount of the consideration for which the shares have been issued, or its value as determined by the Board under section 56; (iii) the amount of the company’s stated capital following the issue of the shares; and (iv) the name and description of the persons to whom the shares are issued together with the number and class of shares issued to each person; (b) deliver to the Registrar, a certified copy of— (i) any terms of issue approved under subsection (2); (ii) the certificate referred to in subsection (6). (5) The Registrar may dispense any open-ended fund or investment company from the obligations imposed by subsection (4). (6) (a) Where shares are issued to a non-citizen, the Board shall, notwithstanding the constitution of the company, ascertain that the non-citizen has obtained the certificate under the Non-Citizens (Property Restriction) Act authorising him to purchase, acquire or hold such shares before the shares are actually issued to him. [Issue 10] C35 – 46 Revised Laws of Mauritius (b) Paragraph (a) shall apply to a transfer of shares in the same way as it applies to an issue of shares. [S. 52 amended by s. 4 (f) of Act 20 of 2002 w.e.f. 10 August 2002; s. 156 (1) (b) of Act 22 of 2005 w.e.f. 28 September 2007; s. 8 (b) of Act 20 of 2011 w.e.f. 16 July 2011.]