S.L. 386.27 · Cross-Border Conversions Of Limited (S.L. 386.27)
S.L. 386.27 Art. 12Protection of shareholders.
PART I: Procedure and formalities to be applied when Malta is the
(1) When a Maltese registered converting company approves the draft terms of conversion by extraordinary resolution in accordance with regulation 11, it shall be required to redeem the shares held by any dissenting shareholders who so request, for the cash compensation as specified in regulation 6(1)(i) in accordance with the conditions laid down in this regulation.
(2) Any dissenting shareholders wishing to exercise the right referred to in sub-regulation (1) must declare to the company their decision to exercise their right to have their shares redeemed. The declaration must be made in writing and must be received by the company not later than one (1) month after the general meeting referred to in regulation 11.
(3) Without prejudice to sub-regulation (4), upon receipt of any declarations in accordance with sub-regulation (2), the company shall redeem the shares held by the dissenting shareholders and pay the cash compensation specified in the draft terms of the cross-border conversion by no later than two (2) months after the cross-border conversion becomes effective.
(4) Any dissenting shareholders who have declared their decision to exercise the right to have their shares redeemed but who consider that the cash compensation offered by the company has not been adequately set may, by means of an application filed in Court not later than one (1) month after the general meeting referred to in regulation 11, request the company to pay additional cash compensation. The court shall decide the application on its merits within not more than thirty (30) days from the date of service of the application on the Maltese registered converting company.
(5) The substantive merits of any disputes relating to the shareholders’ rights arising under this regulation 12 shall be decided in accordance with Maltese legislation and, without prejudice to any valid and binding arbitration agreement recognised by Maltese legislation, any such disputes shall be subject to the exclusive jurisdiction of the Courts in Malta.