Co-operatives Act 2009

Even though a person’s shares in a co‑operative have been forfeited under this Part, the person is to be taken to be the holder of shares in the co‑operative (the same in all respects as those that were forfeited) for the following purposes —

the entitlements of a shareholder in relation to the purchase of shares in the co‑operative pursuant to an offer described in section 289(1)(a), (b) or (c) or the purchase of all the shares in the co‑operative, if the offer or purchase occurs within 2 years after the person’s shares were forfeited;

the entitlement of a shareholder when the co‑operative becomes registered as a company if the relevant special resolution under section 306 is passed within 2 years after the person’s shares were forfeited;

the entitlement of a shareholder to a distribution of surplus in a winding‑up of the co‑operative that commences within 2 years after the person’s shares were forfeited.

Subsection (1)(a) does not apply to —

an offer described in section 289(1)(a) or (c) that is made by another co‑operative; or

the purchase of all the shares in the co‑operative by another co‑operative.

Subsection (1)(c) does not apply if the winding‑up is for the purposes of a merger under Part 12 Division 1.

For the removal of doubt, it is declared that the entitlement under subsection (1)(a) of a person whose shares have been forfeited does not include an entitlement to vote on any matter.

This section does not apply to a forfeited shareholding in a co‑operative if section 133 operates to require that forfeited shareholding to be regarded as a forfeited shareholding in another co‑operative.

[Section 132 amended: No. 7 of 2016 s. 33.]

133. Entitlements of former shareholders on mergers etc.

This section applies when a person’s shares in a co‑operative (the original co‑operative) are forfeited under this Part and within 2 years after that forfeiture —

[(a) deleted]

another co‑operative (the new co‑operative) is created as a result of a merger under Part 12 Division 1 involving the original co‑operative; or

the engagements of the original co‑operative are transferred to another co‑operative (the new co‑operative) under Part 12 Division 1.

A person referred to in subsection (1) is, for the purposes of the operation of section 132, and the further operation of this section, taken to have held shares in the new co‑operative and as having had those shares in the new co‑operative forfeited under this Part when the person’s shares in the original co‑operative were forfeited.

The extent of the forfeited shareholding in the new co‑operative is determined as follows —

if the entitlement of active members of the original co‑operative in the circumstances concerned is solely an entitlement to be allotted shares in the new co‑operative, the forfeited shareholding in the new co‑operative is the shareholding to which the person would have been entitled had the person’s shares in the original co‑operative not been forfeited;

in any other case, the forfeited shareholding in the new co‑operative is the shareholding that is the same in all respects as the forfeited shareholding in the original co‑operative.

The determination under subsection (3)(a) of the person’s shareholding in the new co‑operative must be made —

solely on the basis of the person’s shareholding in the original co‑operative when the shares were forfeited or, in a further operation of this section in respect of the person, when the person was first to be regarded as having a forfeited shareholding in the original co‑operative; and

without regard to any additional shareholding in the original co‑operative to which the person would have become entitled had the shares not been forfeited, whether as a result of any bonus share issue or otherwise.

[Section 133 amended: No. 7 of 2016 s. 34.]