Section 142

(1) A company shall not in any event allot newly issued shares unless they are offered in the first instance to all existing shareholders of the class being issued in proportion as nearly as may be to their existing holdings.

(2) The offer to existing shareholders shall be by notice specifying -

(a) the number of shares to which the shareholder is entitled to subscribe;

(b) the price; and

(c) a reasonable time period after the expiration of which the offer, if not accepted, will be deemed to be declined.

(3) On the receipt of notice from the shareholder that he declines to accept the shares offered or after the expiration of the specified time, the board of directors may, subject to the terms of any resolution of the company, dispose of the shares at a price not less than that specified in the offer, in such manner as they think most beneficial to the company.