Section 112A — Companies Act 1993: Price for shares referred to arbitration if shareholder objects to price

112A Price for shares referred to arbitration if shareholder objects to price (1) If a company receives an objection to the price offered for shares in accordance with section 112(4) ,— (a) the following issues must be submitted to arbitration: (i) the fair and reasonable price for the shares, on the basis set out in section 112(2) and (3); and (ii) the remedies available to the holder of the shares or the company in respect of any price for the shares that differs from that determined by the board under section 112 ; and (b) the company must, within 5 working days of receiving the objection, pay to the shareholder a provisional price in respect of each share equal to the price offered by the board under section 112(1) . (2) If the price determined for the shares— (a) exceeds the provisional price paid, the arbitral tribunal must order the company to pay the balance owing to the shareholder: (b) is less than the provisional price paid, the arbitral tribunal must order the shareholder to pay the excess to the company. (3) Except in exceptional circumstances, an arbitral tribunal must award interest on any balance owing or excess to be paid under subsection (2). (4) If a balance is owing to the shareholder, an arbitral tribunal may award to the shareholder, in addition to or instead of an award of interest, damages for loss attributable to the shortfall in the initial payment. (5) Any sum that must be paid in accordance with this section must be paid no later than 10 days after the date of the arbitral tribunal’s determination, unless the arbitral tribunal specifically orders otherwise. (6) A submission to arbitration under this section is an arbitration agreement for the purposes of the Arbitration Act 1996 , and the provisions of that Act apply accordingly. (7) Clause 6 of Schedule 2 of the Arbitration Act 1996 may not be excluded from the arbitration agreement, and the term ‘costs and expenses of an arbitration’ in that clause includes, where a balance is owing to the shareholder,— (a) the reasonable legal costs of the shareholder on a solicitor-and-client basis; and (b) the reasonable costs of expert witnesses. Section 112A: inserted, on 17 September 2008, by section 7 of the Companies (Minority Buy-out Rights) Amendment Act 2008 (2008 No 69).