Companies Act 2006

SupplementaryU.K.

970Communication of decisionsU.K.

(1)A company that has passed an opting-in resolution or an opting-out resolution must notify—

(a)the Panel, F1...

F1(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2)Notification must be given within 15 days after the resolution is passed F2....

(3)If a company fails to comply with this section, an offence is committed by—

(a)the company, and

(b)every officer of it who is in default.

(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Textual Amendments

Modifications etc. (not altering text)

C1Ss. 966-973 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(1) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

971Interpretation of this ChapterU.K.

(1)In this Chapter—

  • F3...

  • [F4“offeror”, in relation to a takeover bid, means the person making the bid;]

  • “offer period”, in relation to a takeover bid, means the time allowed for acceptance of the bid by—

    (a)

    rules under section 943(1) [F5made in accordance with paragraph 13 of Schedule 1C;]

  • “opted-in company” means a company in relation to which—

    (a)

    an opting-in resolution has effect, and

    (b)

    the conditions in section 966(2) and (4) continue to be met;

  • “opting-in resolution” has the meaning given by section 966(1);

  • “opting-out resolution” has the meaning given by section 966(5);

  • [F6“takeover bid” has the meaning given by paragraph 20(1) of Schedule 1C;]

  • F7...

  • “voting rights” means rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances;

  • “voting shares” means shares carrying voting rights.

(2)For the purposes of this Chapter—

(a)securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for such shares;

(b)debentures issued by a company are treated as shares in the company if they carry voting rights.

Textual Amendments

Modifications etc. (not altering text)

C2Ss. 966-973 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(1) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

972Transitory provisionU.K.

(1)Where a takeover bid is made for an opted-in company, section 368 of the Companies Act 1985 (c. 6) (extraordinary general meeting on members' requisition) and section 378 of that Act (extraordinary and special resolutions) have effect as follows until their repeal by this Act.

(2)Section 368 has effect as if a members' requisition included a requisition of a person who—

(a)is the offeror in relation to the takeover bid, and

(b)holds at the date of the deposit of the requisition shares amounting to not less than 75% in value of all the voting shares in the company.

(3)In relation to a general meeting of the company that—

(a)is the first such meeting to be held after the end of the offer period, and

(b)is held at a time when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company,

section 378(2) (meaning of “special resolution”) has effect as if “14 days' notice” were substituted for “21 days' notice”.

(4)A reference in this section to voting shares in the company does not include—

(a)debentures, or

(b)shares that, under the company's articles of association, do not normally carry rights to vote at its general meetings (for example, shares carrying rights to vote that, under those articles, arise only where specified pecuniary advantages are not provided).

Modifications etc. (not altering text)

C3Ss. 966-973 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(1) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

973Power to extend to Isle of Man and Channel IslandsU.K.

Her Majesty may by Order in Council direct that any of the provisions of this Chapter extend, with such modifications as may be specified in the Order, to the Isle of Man or any of the Channel Islands.

Modifications etc. (not altering text)

C4Ss. 966-973 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(1) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I1S. 973 wholly in force at 6.4.2007; s. 973 not in force at Royal Assent, see s. 1300; s. 973 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 973 in force at 6.4.2007 by S.I. 2007/1093, art. 2(1)(b) (with art. 11(1))