Cap. 386 Art. 417Power to impose restrictions on shares or debentures.

(1) Where in connection with an investigation made by virtue of article 414 or article 416, it appears to the Registrar that there is difficulty in finding out the relevant facts about any shares, whether issued or to be issued, and that the difficulty is due wholly or mainly to the unwillingness of any of the persons referred to in the said two articles to assist the investigation as required by this Act, the Registrar may by order direct that the shares shall until further notice be subject to the restrictions imposed by sub-articles

(2) to (7).

(2) An order made by virtue of sub-article (1) shall have the following effects:

(a) any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with them and any issue of them, shall be void;

(b) no voting rights shall be exercisable in respect of those shares;

(c) no further shares shall be issued in lieu of those shares or in pursuance of any offer made to their holder;

(d) except in a winding up, no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise.

(3) Where the Registrar makes an order directing that shares shall be subject to the restrictions mentioned in sub-article (2), any person aggrieved thereby may apply to the court and the court may, if it deems fit, direct that the shares shall cease to be subject to the said restrictions.

(4) Any notice of the Registrar or order of the court may direct that shares shall cease to be subject to the restrictions mentioned in sub-article (2)(a) and (b), with a view to permitting a transfer of those shares, and may retain the restrictions mentioned in the said sub-article (2)(c) and (d), either in whole or in part, insofar as they relate to any right acquired or offer made before the transfer.

(5) Any person who -

(a) exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the restrictions mentioned in sub-article (2), or of any right to be issued with any such shares; or

(b) votes in respect of any such shares, whether as holder or as proxy, or appoints a proxy to vote in respect thereof, shall be guilty of an offence and shall be liable on conviction to a fine (multa) of not more than four thousand and six hundred and fifty-eight euro (€4,658), or imprisonment for a term not exceeding six months, or to both such fine (multa) and imprisonment.

(6) Where shares in any company are issued in contravention of the restrictions mentioned in sub-article (2), every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine (multa) of not more than eleven thousand and six hundred and forty-six euro (€11,646).

(7) This article shall apply in relation to debentures as it applies in relation to shares.