COMPANIES AMENDMENT ACT, 2007

No. 3969 Government Gazette 28 December 2007 1

Act No. 9, 2007 COMPANIES AMENDMENT ACT, 2007

GOVERNMENT GAZETTE

OF THE

REPUBLIC OF NAMIBIA

N$2.00 WINDHOEK - 28 December 2007 No. 3969

CONTENTS

Page

GOVERNMENT NOTICE

No. 234 Promulgation of Companies Amendment Act, 2007 (Act No. 9 of 2007), of the

Parliament ......................................................................................................................... 1

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Government Notice

OFFICE OF THE PRIME MINISTER

No. 234 2007

PROMULGATION OF ACT

OF PARLIAMENT

The following Act which has been passed by the Parliament and signed by the President

in terms of the Namibian Constitution is hereby published in terms of Article 56 of that

Constitution.

No. 9 of 2007: Companies Amendment Act, 2007.

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2 Government Gazette 28 December 2007 No. 3969

Act No. 9, 2007 COMPANIES AMENDMENT ACT, 2007

EXPLANATORY NOTE:

____________ Words underlined with a solid line indicate insertions in

existing provisions.

[ ] Words in bold type in square brackets indicate omissions

from existing provisions.

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ACT

To To amend the Companies Act, 2004, so as to relocate certain provisions in

section 82 to their appropriate places to make the application of certain

conditions in that section clearer; and to provide for incidental matters.

(Signed by the President on 21 December 2007)

BE IT ENACTED by the Parliament of the Republic of Namibia, as follows:

Amendment of section 82 of Act No. 28 of 2004

1. Section 82 of the Companies Act, 2004 (Act No. 28 of 2004) is amended -

(a) by the substitution for paragraph (c) of subsection (3) of the following

paragraph:

“(c) subject to subsections (4) and (5), in providing for the premium

payable on redemption of any redeemable preference shares of the

company [-

(i) that premium must not be so provided unless it is payable

according to the terms of issue of the shares concerned and

those terms have been embodied in the articles of the

company as from a date prior to the date on which those

shares were allotted and issued or on a later date allowed

by the Court on application to it;

(ii) in the case of ordinary shares which are converted into

redeemable preference shares redeemable at a premium,

only that portion of the amount standing to the credit of

the share premium account which arose on the original issue

of those shares may be applied in providing for the premium

payable on redemption; or]; or”; and

(b) by the substitution for subsection (4) of the following subsections:

“(4) [Subsection (3)(c) does not apply in respect of redeemable

preference shares issued before the commencement of this Act] The

premium contemplated in subsection (3)(c) may not be so provided unless

it is payable according to the terms of issue of the shares concerned and

those terms have been embodied in the articles of the company as from a

date prior to the date on which those shares were allotted and issued or on a

later date allowed by the Court on application to it.

No. 3969 Government Gazette 28 December 2007 3

Act No. 9, 2007 COMPANIES AMENDMENT ACT, 2007

(5) In the case of ordinary shares which are converted into

redeemable preference shares redeemable at a premium, only that portion

of the amount standing to the credit of the share premium account which

arose on the original issue of those shares may be applied in providing for

the premium payable on redemption.

(6) Subsections (4) and (5) do not apply in respect of redeemable

preference shares issued before the commencement of this Act.”.

Short title and commencement

2. This Act is called the Companies Amendment Act, 2007 and commences

on a date determined by the Minister by notice in the Gazette.

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