Hana Whero holds 20% of the ordinary shares in Rimu Enterprises Ltd (Rimu), a fashion retailer.(Rimu does not have a constitution.) The board of directors have ambitious plans to expand Rimu, and propose buying Miro Holdings Ltd (Miro), a chain of retailers in liquidation. Rimu and Miro have roughly the same asset value, and so Rimu would need to borrow an amount of around 75% of the value of its current assets. Hana believes the deal would be too risky but all other Rimu shareholders support the acquisition of Miro.

Hana has written to Jo Teal, the managing director of Rimu, demanding that the company buys her shares. You are an adviser to Rimu. Jo tells you that Rimu cannot afford to pay the price Hana is demanding.

Explain to Jo why Hana has a right to have her shares bought-out and what options Rimu has if it cannot afford to pay the price she demands.

Use reference to relevant provisions of the Companies Act 1993.