ADVOKS GLOBAL · KENYA
Companies Act
338. Existing shareholders’ right of pre-emption
Edition: 2024-12-27 · In force
338. Existing shareholders’ right of pre-emption
(1)A company shall not allot equity securities to a person on any terms unless—(a)the company has made an offer to each person who holds ordinary shares in the company to allot to the person on the same or more favourable terms, a proportion of those securities that is as nearly as practicable equal to the proportion in nominal value held by the person of the ordinary share capital of the company; and(b)the period during which any such offer may be accepted has expired or the company has received notice of the acceptance or refusal of every offer so made.(2)If a company has offered to allot securities to a holder of ordinary shares, the conditions specified in subsection (1)(b) is not contravened by the allotment of the securities to that holder or to anyone in whose favour that holder has renounced the right to their allotment.(3)If subsection (1) applies in relation to the grant of such a right, it does not apply in relation to the allotment of shares under that right.(4)Shares held by the company as treasury shares are to be disregarded for the purposes of this section, so that—(a)the company is not treated as a person who holds ordinary shares; and(b)the shares are not treated as forming part of the ordinary share capital of the company.